Attack of The 20 ft Freeloader
by MadnessJones
Summary: TF Prime: A neutral seeker comes to live with the Autobots, but when she eats all the energon chips and commandeers the couch they quickly get sick of her company. Too bad there's a good reason why she refuses to leave. Season 3 AU.
1. Life Support

_Author's Notes: Well, this is my first attempt at writing a TFP fic for this site, and I must admit to being a little nervous. This is just one of several ideas I had, but I'm posting this one first to test the waters. Since I'm known as a G1 writer, I'm still not sure if people will like my portrayal of other continuities or not. I'll do my best though, and hopefully it comes out as good as everything else I've done on here. Please review to let me know what you think, and favorite and follow if you want to see more :)_

* * *

Chapter 1

Life Support

The room was dark. The only light was the one shining over her helm. Her light blue energon could be seen falling on the cold hard floor drip by agonizing drip. She was chained by her arms in the middle of the room, and probably would've been on her knees if it were possible. She only hoped Cliffjumper was faring better than she was. Arcee told that blowhard not to follow her!

A pair of red optics was all she could see of her captor. Walking around her, almost dancing in glee at her suffering, he chuckled darkly at having the illusive femme in his dungeon. She inwardly cursed herself once again for allowing herself to be captured by the Decepticons, but all her captor heard was a low growl of defiance.

"Still holding out for someone to rescue you, Arcee?" Her interrogator taunted, "Well, don't bother. From now on it's just you and me. If you expect to survive our little session, then you will tell me everything I want to know."

"Get...scrapped," Arcee grunted through gritted dental plates, "I'll never tell you anything."

"I figured as much," the mech shrugged, "Well then, I guess I'll have to use _other_ methods…"

With those words Arcee saw long sharp claws coming right for her! She didn't have the strength to move as her assailant ripped away armor plating from her chassis and raked his claws along her sensitive neck cables! She struggled, but there was nothing she could do against this monster!

She _screamed_ …

...And awoke on her berth at the new base on earth! Arcee vented roughly as she looked around for the attacker. He wasn't there... _she_ wasn't there. It was just a dream and she was safe in Hanger E on earth. Well, so much for recharge.

Arcee stretched her joints and got out of her berth, ready to start the day a little early. She was still replaying the pesky memory from her nightmare as she walked. She had a lot of memories that plagued her in her life. Tailgate's death was probably the most prominent. She also dreamt about her former partner Cliffjumper, but she at least didn't watch him die. This memory of her time as a prisoner in Darkmount was a memory that usually didn't come to the forefront; at least not since she came to earth. She just mentally shrugged and decided her processor was bored and wanted to toy with her today.

She entered the main control room to find Ratchet was already up. _Seriously_ , didn't the medic ever sleep? He was working on trying to locate more of the Predacon bones before the Decepticons. Their situation was dire, but on a functional planet like earth it was easy to forget that.

"Hey, Ratchet. You should get some recharge. I can stand watch," Arcee offered.

"I'm alright," Ratchet waved away her concern without even turning to look at her, "I have to decode these readings before the Decepticons find another fossil."

"Understood," Arcee replied, realizing it was pointless to argue with him when he got like this, "Hey, I'm going to grab some energon. Do you want any?"

"No thank you, Arcee," Ratchet said in a needled tone of voice, "I'll let you know if I find something."

Arcee nodded even though Ratchet couldn't see it. She sighed and went to get a cube of energon out of the supply room. It didn't take long to get there. While their crew complement had grown with Smokescreen, Ultra Magnus, and Wheeljack living there with them full time now, it seemed that the base they lived in was much smaller than their old one.

When she turned around to go back to the common room, she saw Optimus Prime leaving his quarters looking over a data pad. She still smiled to herself when she saw him around the base. When the attack on their base happened a couple months before everyone was sure Optimus had been lost. Even now she was still relieved to see him back in their lives.

Her reverie was interrupted by a proximity alarm! Ratchet motioned Optimus to come closer, and Arcee came instinctively. Before long everyone on base was awake despite it only being oh-four-hundred hours.

"What is it, Ratchet?" Optimus asked.

"According to these readings, there's a ship entering orbit. It's Cybertronian...It looks like a life pod," Ratchet read off.

"Autobot or Decepticon?" Ultra Magnus asked from behind the doctor.

"I cannot tell," Ratchet replied with a furrowed brow, "However, I can tell where it's going to land. Right there, in the Gobi Desert near the border of China and Mongolia. Optimus, we should send a team just in case it's a hostile Decepticon."

"Agreed," Optimus nodded his approval, "Ultra Magnus, take Bulkhead and Arcee with you. We'll send reinforcements if the situation takes a turn for the worse."

"Yes sir," Ultra Magnus straightened as he spoke and motioned for Bulkhead and Arcee to follow him.

The trio went toward the ground bridge, and Ratchet activated it without another word. They went through, and found themselves amid the reddish colored dust of the harsh Gobi Desert.

The wind caressed their plating. It was relatively calm now, but this region was known for its sandstorms. They would need to be careful.

"Are we sure this is where the pod will land?" Bulkhead asked.

"It already is landing. Look!" Ultra Magnus pointed as the sky was parted to make way for a dark charcoal colored life pod.

The team ran for where the pod was landing, and stopped to cover their face plates when the impact kicked up a bunch of dust! They looked, and the pod was lodged in the ground. Together the three of them pulled the pod out, and hoped that whoever was in this thing was friendly.

* * *

Back at Autobot HQ, Ratchet was carefully prying open the door of the pod while the rest of the Autobots watched. It was finally starting to look like daytime outside, and the light shone through the windows at the top part of the building. Smokescreen and Arcee had their blasters trained on the pod. It was of a Decepticon design upon closer examination. That didn't mean anything. Smokescreen came from just such a pod. Still, they had to be ready for anything and everything...

Finally, with a hiss of air, the door unlocked and Ratchet was able to get it open. He opened it, and carefully peered inside while Smokescreen and Arcee inched closer with their blasters.

" _Well_? What is it already?" Wheeljack asked impatiently.

"Hm...It looks like a seeker," Ratchet hummed as he ran a scanner over the unconscious form, "She's a femme. Dark blue plating with red markings. Very slight build. Standard frame for a seeker. No insignia. She could be from either faction or even a neutral. Oh my. This is interesting…"

"What is it, Ratchet?" Smokescreen asked curiously.

"According to this, her spark is quite young…" Ratchet said in amazement.

Bumblebee beeped a question to Ratchet.

"Even younger," Ratchet replied, "There's no way she came from the Well of Allsparks like this. Bumblebee was the last Allspark-born protoform, and even he's 10 vorns old. This femme is only a few earth years old. 16 at the most."

"So she's Jack and Miko's age?" Bulkhead asked, "Then why does she have an adult body?"

"Who can say?" Ratchet shrugged, "We would need to know more about her history before we could figure that out. She has standard forearm missile launchers. Not too unusual for her frame type. No upgraded weapons."

Before Ratchet could say anything else, the femme started to wake up. Arcee and Smokescreen kept their weapons trained just in case, and everyone else backed up to give the seeker some room to get out of the pod. She onlined her optics, and Ratchet noticed they were yellow. That could mean anything.

"Ugh...Where am I?" The femme asked drowsily, "Oh right, earth! I forgot for a second where I was going!"

A few 'Bots arched their brows quizzically at the femme as she struggled to get out of the pod on her scrawny legs. She had heels like Starscream's, but it looked like her balance wasn't very good. Her wings flapped up and down as she tried to keep herself from falling over on her face plate.

"Hold it!" Arcee suddenly shouted when the seeker got too close to their main computer, "Identify yourself and your affiliation!"

"Uh…" It seemed to take the seeker femme a few minutes to gather her thoughts, but then, "Oh! You guys are Autobots? Cool! My name's Mod, and I'm a neutral. I wouldn't tell just anyone that though. Decepticons get a little trigger-happy when they see my kind flying around. It feels like skeet shooting, only I'm the skeet. Hah!"

The femme seemed to instantly relax despite still having weapons pointed at her. Despite her heel struts the seeker still managed to slouch, and her broad grin looked so easygoing and unassuming.

"Mod, we are pleased to meet you," Optimus said as the crowd parted for him to greet her, "I am Optimus Prime. Would you care to tell us why you are here on earth?"

"Optimus Prime? Wow! You're like, famous!" Mod exclaimed as she reached a long-taloned hand to shake the Prime's, "Well it is an honor, sir! That being said, I've had a long trip. You got any energon?"

"Of course," Optimus replied as he gestured to the supply room, "Bumblebee, go with our guest to get her some fuel."

Bumblebee beeped an affirmative and took the seeker by the arm. She smirked at him and walked in such a way so as to match his steps exactly.

"I don't like her," Wheeljack said immediately after she was out of earshot, "There's something fishy about that femme."

"Oh, come on Jacky. She's a kid," Bulkhead reminded him, "She not even as old as Bumblebee. Frankly I'm surprised she knows how to talk."

"That's no kid, Bulk," Wheeljack said cynically, "Her spark might be young, but that body isn't. She was outfitted for war, and if she's not an Autobot then there's a good chance she's a plant set up by the 'Cons. I don't trust her."

Bumblebee, meanwhile, showed Mod the supply closet. He made sure she didn't go for anything dangerous, and before long she was looking through the energon stores. Her optics lit up when she saw a cube full of unrefined energon chips.

Bumblebee chirped skeptically.

"Yeah, so?" Mod asked with a hand on her narrow hips, "I prefer energon chips to the liquid stuff. I know it isn't as healthy to fuel up like this, but it tastes better to me. You should be happy. This means I won't drink up all the good stuff!"

Bumblebee tilted his helm playfully and gave her a low beep. She shook her head back and patted one of his doorwings affectionately. Bumblebee wasn't used to having another Cybertronian around in his age group. Smokescreen was the only one, but he was too focused on trying to impress the older 'Bots to be good pals with. This young femme seemed to only want to make friends, and her disarming smile made him want to get to know her.

"Whoa! Nice 'Bot-sized couch!" Mod said admiringly as she saw the couch that was situated near the catwalk where the humans hung out, "You know what it needs though? Fabric. On the colony where I lived all furniture had fabric, and some of it was pretty exclusive. I should know. I used to make luxury furniture back when I lived on the Glacyl Colony. You'd love it there, cadet. The flowers sing songs every morning and the skies were perfect for flying! By the way, I didn't catch your name. What was it again?"

Bumblebee introduced himself.

"Bumblebee? That's a cool name. It beats Mod anyway," Mod shrugged as she walked past Bumblebee to go sit on the couch.

She lied down on the Autobot's couch and opened her cube of energon chips to begin eating. She looked so happy and relaxed. Little did the Autobots know this would be the start of a very long battle.


	2. From Guest to Pest

_Author's Notes: Hi guys! I updated this story with chapter 2, and it only took 2 and a half months. Oops... Actually, what has been holding up this story is nothing more than plain and simple doubt. I like the idea, but I feared I wouldn't execute it properly, or I would start to repeat myself, or my character wouldn't be conveyed well, blah blah blah! It happens to all writers eventually. What kept this story alive was your support. The views and reviews paint a positive picture. You guys want me to continue, and after thinking it over I figured it was a good idea. Let's hope this story doesn't stink. Thank you for tuning in, sorry for the long Author's Note, and please enjoy Attack of The 20 ft. Freeloader :)_

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Chapter 2

From Guest to Pest

The kids went straight to the base after getting out of school. Bulkhead, Bumblebee, and Arcee each told their respective human charges about the new arrival that came to the base earlier that day. Bumblebee spoke of Mod positively, while Arcee and Bulkhead just gave the barebones facts.

Rafael was curious about meeting the new seeker. He had never seen a friendly flyer before. Well, Optimus didn't count since he didn't start out knowing how to fly. The boy had just assumed all fliers were Decepticons, which led Bumblebee to tell him about old friends they had lost that were fliers. Silverbolt, Powerglide, Springer...there were too many to name. The one Bumblebee had been closest to was his friend Fireflight, who had been a rookie cadet before joining the same unit as Bumblebee. Fireflight had been a little cooky, but the jet-former was always good for a laugh, a conversation, or a crazy theory.

"But you said Mod isn't an Autobot," Rafael pointed out when Bumblebee paused for a moment, "Why wouldn't she be? The Decepticons are pure evil."

/She's young,/ Bumblebee beeped, /I mean _really_ young. Who knows what faction her creators were from...If they were from a faction at all./

"How old is she?" Rafael asked.

/She's almost as young as you,/ Bumblebee informed him.

"Really? So she's like a teenager?" Rafael asked.

/I suppose,/ Bumblebee said uncertainly, /However, she'll be a teenager for several hundred years longer than you will be. Even _I'm_ not considered an adult yet, and I'm much older than Mod./

"Oh. So...What happened to Fireflight?" Rafael asked hesitantly; not sure if he should pry.

/You don't want to know,/ Bumblebee whirred cryptically, /Let's just say it involved Shockwave and leave it at that./

"Okay, I understand. I'm sorry if I shouldn't have brought that up," Rafael said apologetically.

/It's okay,/ Bumblebee bleeped understandingly.

The pair arrived at Hangar E at the same time as the other two Autobots and their young human friends. Bumblebee transformed around Raf and then walked over to where Ratchet was working to see if he could help with anything. Raf looked around for the new seeker, but he didn't see anything.

"I thought there was supposed to be a new robot here," Miko commented when she didn't see the seeker either, "Did she fly away or what?"

"I think she's still here," Jack replied, "Look. There are a lot of empty energon cubes on the floor in that corner."

The kids walked across the room to where the Autobots kept a small (to them) bench that they had explained was a Cybertronian couch. It didn't take them long to find the new Cybertronian occupying it. She was on the couch watching the humans' TV and eating energon chips out of a small cube balanced between her cockpit and chin.

"Excuse me, are you Mod?" Jack asked; trying to sound polite.

"Huh?" Mod tilted her helm to look at them and dropped the chips, "Aw, fraggit! Oh, well. Fifteen second rule!"

Mod then quickly got off the couch and collect the energon chips off the floor and shoved them back into the cube. Miko and Raf laughed, and Jack quirked an eyebrow as he watched the skinny seeker settle back on the couch with the cube in the same precarious position as before.

"So anyway, you must be the natives," Mod observed, "By the way, you were right, my name is Mod. I don't know you, but I'm sure I'm gonna like you. What are your names?"

"I'm Jack Darby," Jack introduced himself, "This is Miko and Rafael."

"Everyone just calls me Raf," Raf added, "I thought Cybertronians weren't supposed to eat raw energon chips."

"We're not," Mod confirmed, "But if this had been liquid I would've lost it in the spill. You'd be surprised how often I drop stuff. One time I actually dropped a canister of nitroglycerin in my berth room. Blew up my chest of drawers. My carrier was so mad at me! Ha ha! Never gets old, I tell you."

"Carrier?" Raf asked curiously, "What is a carrier?"

"Wait, I think I remember this," Jack cut in, "Is that like the Cybertronian equivalent of a mother?"

"I guess so, if that's what you organics wanna call it," Mod shrugged despite being in a laying position on the couch, "Carriers give birth to newsparks, and sires input coding so that the newspark isn't just a clone of the carrier."

"Okay, now I've got a question," Miko said quickly, "Doesn't laying on the couch like that hurt your wings?"

"You get used to it," Mod replied simply, "Listen, I lost the remote a few minutes ago. Could you be a dear and change the channel for me?"

"I'll do it," Raf volunteered, "What channel do you want it on?"

"Eh, just keep flipping until I see something I like," Mod replied indifferently.

Raf sighed at her vague instructions but went over to the TV anyway. He pushed the button no less than 40 times before Mod finally found a channel she wanted to watch. She vegetated and watched TMZ, and didn't even look at anyone despite them still standing right behind her.

" _Boring_!" Miko declared loudly, "Hey, Mod! You wanna play video games?"

"Nah, I'm good," Mod replied without looking away from a commercial for baby wipes.

"Okay...You wanna go flying?" Miko suggested; hoping to have some fun with the new robot.

"Nope," Mod replied, "Say, you're small. I think I dropped some energon crumbs in my elbow joint. Can you dig it out?"

Miko sighed sharply and trudged away in defeat. Jack chuckled silently, but stopped when Miko glared at him. The 'Bots watched closely to make sure Mod didn't hurt the children, but there didn't seem to be any danger of that.

/You think it's safe to leave them here with her?/ Bulkhead asked over the comm.

/Why not?/ Bumblebee shrugged, /Attacking the kids would require movement. I think they're safe./

Bulkhead and Bumblebee laughed at the snarky comment, but Arcee wasn't laughing at all. Mod hadn't done anything sinister, that was true, but the lazy act could just be an elaborate trick to lull them into a false sense of security. She didn't want to alarm anyone in case it was nothing, but there was something about that seeker that gave Arcee the creeps.

* * *

Fowler had to file reports to General Bryce (which had taken him all day) so he hadn't had a chance to say hello to the 'Bots. It was pretty late at night, but he knew they usually had someone on the night shift, so he went to Hangar E to let them know what the military had been doing to prepare for the Decepticon threat.

He entered the hangar, but he didn't see anyone around. Most of the lights were off, but he could see the glow of a television and hear the sound of an infomercial. He went in the direction of the sound, but didn't see anything except the TV flickering and espousing the wonders of Natural Mail Enhancement.

"And now with the envelope stuffer you can stuff your envelopes so full that all the other mailers will be _green_ with envy!" The announcer exclaimed in an overly excited manner, "Just send us $19.99 plus shipping and handling. You'll be so happy with our product you'll want to send us _more_ shipping and handling just so you can stuff your package until it bulges!"

Fowler groaned and went to turn off the TV, thinking he was alone. He didn't even bother to look at the couch, where Mod was recharging. He turned off the TV, which caused Mod to online now that there was no sound to drown out the presence of a new person. She groaned slightly and sat up, causing Flowler to turn around at look at the shadowy winged figure in the dark.

He screamed, thinking it was Starscream infiltrating the base. Fowler had been kidnapped and tortured by the Decepticon SIC once, and even though he never admitted it the experience continued to haunt his dreams.

"Hey, dude!" Mod exclaimed irritably, "I don't know who you are, but stealing is a crime! Also, you're stealing the TV! Who _does_ that!?"

"Most thieves, actually," Fowler answered despite being startled by her, "Wait, you're not- Who are you?"

"The name's Mod," Mod replied, still upset but no longer aggressive, "Um, are humans supposed to leak down there?"

"Huh? Oh, uh, looks like I...need a change of star-spangled shorts," Fowler replied bashfully, "Um, that happens when humans get scared. Not that I was! Scared I mean. I just, uh...um..."

"I won't ask for an explanation if you stop talking," Mod offered.

"Agreed," Fowler nodded, and then crossed his legs tightly to cover the wet spot.

Fowler sighed as he calmed down, and Mod went back to lay down on the couch. The government agent went into a bathroom provided for the humans of the base, and changed out of his wet clothes. He kept an extra set of shorts and pants under the sink just in case, since this job tended to come with a lot of scary scrap. Once he was clean, Fowler went back out into the main part of the base and found that Mod hadn't moved but hadn't gone back into recharge either.

"So Mod, is there anyone else awake besides you?" Fowler asked.

"Ratchet is in the medbay," Mod replied, "I don't think he recharges. I've been here for two days and I haven't seen him recharge once. Well, he almost fainted when I broke his culture samples of a deadly cosmic rust spore, but I don't think that counts."

"Who are you exactly?" Fowler asked, "Are you a new Autobot?"

"No," Mod shook her helm, "I'm here because of the Autobots though, but don't tell them. It's a secret."

"A secret?" Fowler repeated skeptically, "Are you a Decepticon spy?"

"No," Mod replied in a barely audible voice, "But I'm not gonna tell them why I'm here. It's a secret, and it's none of your business, so don't say anything. You're a cute little guy, but if you mess things up for me I'll still take you for a ride that'll make you mess up more than your starry shorts."

Fowler understood the implied threat, but he still made a mental note to mention this conversation to Optimus Prime as soon as possible. This femme was obviously trouble...even if she was just lying there doing nothing at the moment.

* * *

It had been four days since Mod had come to stay with the Autobots, and after a while the group just got used to seeing her on their couch, usually with a cube full of unprocessed energon chips in her claws.

On this day everyone was hard at work. Arcee, Smokescreen, and Bulkhead were training. Wheeljack, Ultra Magnus, and Bumblebee were repairing the ships, and Optimus and Ratchet were searching for signs of Predacon bones on the console. They only hoped they got to the remains before the Decepticons. One Predacon was bad enough. More of these things could destroy them, all life on earth, and all life anywhere else they were placed by Megatron.

It had taken a few hours, but Ratchet finally locked onto a Predacon fossil on top of a mountain range in Taiwan called Jade Mountain. Everyone was called immediately for their assignments.

"Given the treacherous terrain," Optimus said, "I would advise Arcee, Bumblebee, and Smokescreen to go on this mission since they are the most maneuverable. Use extreme caution. The Decepticons will likely be there to intercept."

"We'll be careful, Optimus," Arcee promised him.

Bumblebee beeped an affirmative, and Smokescreen looked ready to run through the ground bridge as soon as it opened.

"Say Prime, why don't they take the new kid with them?" Wheeljack asked as he pointed with a thumb to Mod, "She hasn't done anything since she got here, and she's using up our resources staying fueled up despite not actually doing anything. Besides, a flier can maneuver more easily around a mountain than two cars and a motorcycle."

"I am not sure that is wise," Optimus Prime replied with more certainty than the statement would suggest, "Mod is still young, and she is not technically an Autobot. She is here to seek asylum, and she is no older than a sparkling. I do not think she should be put in danger."

"Good call, chief!" Mod yelled from the other room; proving she had been listening in on their conversation.

Wheeljack scowled at Optimus and crossed his arms, but didn't actually say anything more. They all knew what he was thinking though. She was definitely a spy.


	3. Recharging Beauty

_Author's Notes: This is a story that has gone through some refinement in the planning stages, and I think I finally am satisfied enough with it to begin writing in earnest. This chapter turned out really well, and I already have the next few chapters mapped out in my outline. Thank you to everyone who has read this story, and a special thank you to those who have reviewed it! I love reading reviews, as I'm sure has become obvious at this point ^_^'_

* * *

Chapter 3

Recharging Beauty

Mod and the three human kids were sitting on the 'Bot sized couch and watching a movie. Arcee was the only Autobot left in the control room since the others had taken off to respond to a 'Con sighting in Lake Tahoe. Arcee did her best to ignore the kids as they watched TV with their now-three-week guest, but it was very difficult. Despite calling it "watching TV" it seemed more like _critiquing_ TV.

"I just don't get why this movie is considered a classic in your culture," Mod griped as they watched Sleeping Beauty, "The movie is named after a character that does nothing interesting, and then falls asleep! Why would anyone care about a character that does nothing but lay around all day and let everybody else do all the work?"

Arcee smiled to herself when she thought of the irony of Mod's statement. That seeker wasn't very self-aware.

"Sleeping Beauty is a tale about the power of true love conquering all obstacles," Raf explained, "It's uplifting to most people."

"It's stupid, that's what it is," Mod contested, "I mean come on! Those fairies do nothing but argue about pretty frame colors and butt into other people's lives, the main character just lies around all day, and this whole thing happened because the Snub Fairy decided a spinning wheel was a better weapon than, oh I don't know, a _fragging sword_! The prince is the only one that does anything useful!"

"Shh!" Miko shushed harshly, "The big fight scene is coming up in a minute! I wanna see Maleficent get stabbed."

"You really are sick, Miko," Jack commented, only to be shushed by the hyperactive girl again.

Arcee walked across the room to get a data pad while the kids cheered on the prince, but she stopped when she saw Maleficent on screen. She stopped, and despite her best efforts was unable to stop the flashbacks that ran through her processor.

 _No, please!_

 _Tailgate!_

She could see it clear as day. The sinister smile of Airachnid as her thin spider-like legs scurried over to where Tailgate was hanging helpless from the wall. She could see the razor sharp claw slashing and slicing into her partner. She could see the light blue energon seeping from his wounds and splattering against the walls. She could hear her own helpless cries echo in the interrogation room.

She hated these thoughts, and wished with all her might that she could make them go away. She couldn't though. Arcee still saw that moment in her waking nightmares.

Jack was the first one to notice Arcee was staring blankly at the TV with a look of horror on her face. It looked like she had been standing there a while.

"Arcee?" Jack called out, "Arcee! Are you okay?"

"Huh?" Arcee asked blankly.

"You spaced out for a second." Jack informed her.

"What was that creature?" Arcee asked as she pointed to the TV.

"I'm pretty sure it was a human," Mod replied obliviously.

"No, the one with...it looked just like Airachnid," Arcee stammered impotently.

"Oh, you mean Maleficent," Jack supplied, "She's an evil fairy from this old story called Sleeping Beauty. She curses a beautiful princess to sleep forever, but a hundred years later a prince comes to kill Maleficent and save Sleeping Beauty."

" _Airachnid_?" Mod questioned, "I think I've heard that name before. My sire and carrier don't like her. She's not allowed anywhere near our territory, but I'm pretty sure she sends Insecticons around sometimes."

"You've seen Insecticons on Glacyl Colony?" Raf inquired.

"Where?" Mod asked, but then exclaimed, "Oh, yeah! Glacyl Colony! I made that up. There's no such thing as Glacyl Colony. I just had to be from somewhere so I lied. Worked out pretty well though. I love it here!"

"You lied about where you're from?" Arcee growled; her instincts telling her this was the moment Mod would become dangerous.

"Yeah," Mod replied nonchalantly; oblivious to Arcee's aggression, "Hey, I just thought of something! If Airachnid is Maleficent, then that would make you the prince! Hey, I could be Sleeping Beauty, and the kids could be the annoying fairies that swarm around where they don't belong! It's perfect! Maybe Optimus could be the king that gets all chop-happy when he doesn't get what he wants!"

Jack could see there was the potential for a confrontation here. Arcee looked ready to rip Mod a new one, but Mod didn't even seem aware of the danger. Was Mod that powerful, or just that stupid?

"Mod, where are you from?" Arcee demanded to know.

"You mean really?" Mod asked innocently.

"Yes, where are you really from? Where were you born?" Arcee asked; trying to reign in her temper in the hopes of getting the truth out of the blue seeker.

"No place," Mod replied matter-of-factly.

"Everybody's from somewhere," Arcee argued.

"Not me," Mod replied with a small shrug, "I wasn't born anywhere, and I don't live anywhere. Hey, would you play Sleeping Beauty with us? I'd like to see you sword fight."

"Do you understand how much trouble you're in right now?" Arcee snapped at the seeker femme.

"Oh, please! I'm always in trouble!" Mod scoffed as she waved an arm in an exaggerated manner, "If I were a good youngling then nothing would ever get done! So, what's it gonna be? You gonna lock me up? Hang me by my neck cables? Throw me out of the base and leave me to starve? Go ahead and try. I'm not going anywhere. Get used to it."

With those words Mod scooped up the humans, set them on the floor, and then plopped back down on the couch with a loud metal-clanging-on-metal noise. Arcee balled her fists and was so tempted to fling the couch over and send Mod crashing to the floor. She didn't though, because the humans were there, and Mod likely knew Arcee would never endanger their lives.

At that moment the ground bridge opened and Optimus led his Autobots back into the base. Arcee went over to talk to them, and Jack and Miko followed her. Raf looked up at Mod, and noticed she had already grabbed the remote and was switching channels at random.

"I thought you and Arcee were going to fight," Raf said worriedly, "Do you plan to hurt her? Or anyone else?"

"Hurt her? No way," Mod replied with a reassuring smile, "She's the best. I just like to see how far I can push people."

"So, um, where are you _really_ from?" Raf asked quietly in case she didn't want the Autobots to hear.

"The sky," Mod replied wistfully, "It's the only thing left that always looks good. The ground changes. The ground gets worn and ugly. The sky is always good though. If you feel like the world is scrap, then don't look at it. Just look at the sky, and then it won't seem so bad."

Mod's whole demeanor had changed with those words. Suddenly she didn't look like the carefree femmeling that had been mooching off the Autobots for nearly a month. She looked older, and more melancholy despite her wry smile. Raf didn't know what she meant by coming from the sky, but he could tell she was still being evasive. He wondered if anyone could get the truth out of her.

* * *

That night Mod recharged in her usual spot on the couch. To the other Autobots it seemed like she was glued there or something. Arcee had tried to voice her complaints to Optimus, and he listened carefully as always, but he told her that as long as she hadn't overtly attacked anyone or threatened them that he wouldn't send her away. There were too few Cybertronians left to even dismiss one.

Mod knew the Prime would be on her side. She remembered her carrier saying that the Prime was a softy, and her sire thought he was the greatest thing since arm blades. Mod was just sorry that this was the only way she could meet him. He seemed like such a nice guy.

She fell into a fitful recharge, but fortunately her body had a habit of not moving even when she had nightmares. This memory flux wasn't overly exciting, but to Mod it was one of the worst memories of her short life...

...

Little Mod walked along the hallways of the palace looking for her favorite doll. It was late and she was supposed to be in recharge, but she couldn't sleep without her doll. It was a protoform toy she had named Beverly Hill. Her carrier thought it was stupid that she gave it a human name, but she thought humans were fascinating creatures. Mod learned about them from her nanny, and wished with all her might that she could see one in person someday. She knew she couldn't though.

Mod's wing nearly knocked over a small pedestal with a plant on it, and she gasped as she tried to grab it as quietly as possible! It didn't fall, thank goodness, and she sighed in relief. Sometimes she wished she wasn't so clumsy. Her creators hated it when she broke things. She was an embarrassment to them, and she knew it.

The little seekerlet was about to give up her search for the toy when she heard some grownups yelling in the master bedroom. It was clearly her creators. They yelled a lot when they thought she wasn't listening. Sometimes they even yelled when she was right there in front of them. Mod knew she didn't really want to hear this, but her curiosity wouldn't allow her to turn away. She quietly leaned against the wall near their door and listened in to their conversation.

"I never wanted this!" Her sire yelled, "She's already a vorn old! _A vorn old_ , you glitch! You promised we could get rid of her after a vorn!"

"I said if you didn't love her by then we could get rid of her," her carrier retorted with a rough yet calculating voice, "Do you deny that you love her?"

" _Love her_!?" Mod's sire shouted furiously, "That _thing_ is a pit spawn! It's your fault she's here, and yet you force me to deal with her every day! Why should I have to suffer because we fragged? I never wanted to be with you! Why should I be forced to raise _your_ sparkling!?"

"Hey! _I'm_ the one that delivered that so-called pit spawn, so it's my choice what happens to her!" Mod's carrier shouted indignantly, "Oh, and by the way, you never outright stated that you don't love her. Say the words 'I hate Mod' right now, and I'll have her killed tonight. Go on, _say it_..."

Mod held her intake fearfully as she listened to them argue. Would her sire accept her carrier's cruel challenge? Would Mod be executed so her carrier could keep her sire happy and in the marriage? Would anyone miss her if they did kill her?

After a few tense seconds of silence, Mod heard her carrier say "I knew it. You're too weak to truly hate a sparkling...even your own. I should have _you_ killed instead of Mod. You're lucky I love you so much, _dearest_."

"You disgust me!" Mod's sire spat, "If one of us died tonight, it would be you."

Mod was on the verge of tears as she listened to yet another fight devolve into mutual death threats. After a few minutes a dark shadow appeared, and Mod looked up to see the lithe yet imposing form of her nanny. Without a word, Mod got up and held her hand out for her nanny to grab, and they went back to her berth room; the echoes of the fight following them as they walked away.

...

Mod awoke from recharge with cleaning fluid dripping from her optics and onto her face plate. She hated that memory. She had always grown up in a threatening and abusive environment, but that was the first day she became aware that her sire hated her. It was especially awful because Mod's sire was her favorite parent. Her carrier beat her, but her sire never did. Her sire just hated her, but somehow that sparkfelt rejection made Mod feel worse than any beating.

She was pulled out of her melancholy thoughts when she heard screaming coming from the Autobot's personal quarters! She didn't know who it was or what was happening, but she was the only one awake so she got off the couch and ran to where the source of the screaming was.

She didn't know how to unlock the door to the personal quarters of whoever was in trouble, so she forced her long talons through the cracks and pulled! She wasn't very strong by Cybertronian standards, but after a few tries she managed to get the door open.

When she made it inside, Mod saw Arcee lying on her berth and screaming for some 'Bot named Cliffjumper.

"Cliffjumper? _Oh, no_ …" Mod breathed quietly.

She had heard the name Cliffjumper before. She had a lot of conflicting reports about the 'Bot, but she did know that he was an impulsive and charming mech. Sounded like a nice guy in Mod's opinion, but what did she know? She used to believe in the grille fairy.

Mod went over to Arcee and gently pushed her to get her to online. Arcee awoke with an audio-piercing scream and looked around frantically, and that was when she saw the glow of Mod's yellow optics.

"What are _you_ doing here?" Arcee asked harshly.

"You had a nightmare," Mod replied simply, "You nearly woke up the whole base. Are you okay now?"

"Yeah, I'm fine," Arcee replied, though she was still overheating.

"It was about Cliffjumper, wasn't it?" Mod stated rather than asked, "Was it a memory flux or a nightmare?"

"...Nightmare," Arcee admitted reluctantly, "I dreamt Starscream was dangling him over a vat of acid and I couldn't get to him in time because my tires were caught in this gum-like substance. He fell and turned into a skeletal frame, and his skull asked me why I couldn't save him…"

"Because you were stuck in gum," Mod answered even though it was only a dream, "You can't fix everything, you know. Sometimes accidents happen. Sometimes you get things you don't want, and sometimes bad people hurt you and the ones you love. The important thing though is to remember Cliffjumper for the fun loving cool guy you grew close to. Try to remember the good times."

"Good times... _right_ ," Arcee scoffed, "We met during the war. He died during the war. There were no good times," Arcee took a deep intake of air before continuing, "You know the worst part? I'll never know what he felt in his final moments. I'll never know what he said, or if he thought about me. We never actually dated, but I think he was…I think we could've been in love if we'd given each other the chance. If _I'd_ given _him_ the chance."

"Do you miss him?" Mod asked.

"Of course I miss him!" Arcee snapped.

"Do others miss him?" Mod asked without missing a beat.

"Of course. He was part of the team," Arcee replied with less bite in her tone than before.

"Then his life meant something," Mod said with a smile, "He did good, he loved others and people miss him. That's what living a good life is, isn't it?"

"I guess…" Arcee said as a ghost of a smile crossed her face plate, "I don't know what possessed you to finally get off your lazy aft, but I'm glad you came in here tonight. I needed someone to talk to. I'm sorry I've given you so much trouble."

"It's okay," Mod replied as she put her servo on her hip, "I'm used to people not liking me. It just rolls off my paint at this point. So, you wanna blow off some steam in the training room? I'm not a good fighter but it beats moping around and crying into Cliff's picture..."

Arcee couldn't help but grin at the taunting tone of Mod's voice. Oh, she was going to wipe the floor with that smug seeker!


	4. Fowl Play

_Author's Notes: I want to give a shout out to **Cashagon** for her review talking about Mod's age. It gave me an idea for a plot point in this chapter that will have ramifications for the rest of the story. While I find it hard to focus on just one story at a time, I'll admit I've had a lot of ideas for this story lately, so if you want to read more go ahead and follow the story since there's a lot more coming up :)_

 _P.S.: The title of this chapter is not misspelled. It's just a bad pun ^_^'_

* * *

Chapter 4

Fowl Play

Agent Fowler had been briefing the Autobots about the military's plans for dealing with Decepticons for the better part of three hours. Mod missed the kids. Those humans were fun. Fowler was just a grump that yelled every few minutes. That was why Mod had left her usual spot on the couch and was sitting in a storage locker on the base fiddling with a piece of equipment that wasn't working properly inside of her chassis. She had to get her inhibitor working correctly or else there would be consequences that would cause her premature death.

For several minutes Mod was uninterrupted in her task, but then she heard the door open and saw none other than Fowler himself strolling into her space. Well, think of the devil…

"Hey! Get outta here, you perv!" Mos shrieked as she covered her open chassis with her arms.

"What? What's the matter!?" Fowler asked quickly; looking around for any potential threat.

"My chassis's open, you dip switch!" Mod exclaimed vexedly, "You're not allowed see me naked! You're a mech!"

"Um, technically I'm a _man_ ," Fowler corrected her.

"Same thing!" Mod refuted, "What are you doing in here, anyway?"

"My plane won't start," Fowler stated, "I came in here to search for a gauge. Ugh! I tell you, I'm gonna be here for hours fixing that blasted thing, and by the time I get home for bed it'll be time to get up and go to work again! I knew I should've had that thing checked when it started making that noise, but I was just too stubborn. Next time I'll just take a helicopter."

"Helicopters are for old grandmas and tourists," Mod scoffed haughtily, "Look, if you need a ride I'll take you home. It'll be the first time I've flown in months. I could use the exercise."

"Yeah, Ratchet thinks so, too," Fowler replied cheekily.

Mod gave Fowler a wry smile and then walked around the government agent to stand outside on the runway. Once on the tarmac, Mod transformed into a blue F-22 Raptor with red lines going across the wings. She wasn't exactly inconspicuous, but at least she had an earth-based alt mode.

The cockpit opened, and she shouted "What are you waiting for, G-Man? Get in here before you rust or melt or whatever it is humans do when they stand still too long!"

Fowler wasn't exactly sure if he could trust Mod or not. She didn't seem dangerous to the untrained eye, but Fowler knew she wasn't really a 'Bot, and she also wasn't a 'Con, so she could be a double agent. Still, he didn't feel threatened by her at the moment, so he trusted his gut and climbed aboard.

Mod quickly took to the air, and before Fowler knew it she was high above the base. Fowler felt a rush as her nose cone cut through the clouds and then dove back down through them again. Thanks to her gravity normalizer (which every Cybertronian had) Fowler didn't feel sick. It was kind of like being on the teacup ride at a carnival.

"Whoohoo!" Mod shouted as she quickly accelerated in the air.

"So Mod, what were you doing when I came into the storage shed?" Fowler asked after a few moments so he could start a conversation.

"I was repairing my chrono-inhibitor," Mod replied, "It masks my spark signature so nobody can find me. You wanna hear something funny though? It tricked Ratchet into thinking I'm only as old as a human teenager! Hah!"

"Wait, so how old are you really?" Fowler asked; not liking how easily Mod lied or how freely she admitted to lying.

"Almost 2 vorns," Mod replied casually, "In earth terms it's probably 145, maybe 150 years old. I'm still the youngest one in the base, but not nearly as young as they think I am. I would've corrected them, but I like the sympathy they give me because they think I'm a sparkling. I've never been treated so well, not even when I was a _real_ sparkling!"

"Don't you think you're taking advantage of them?" Fowler asked her pointedly.

"Yeah, I am," Mod replied matter-of-factly, "Why shouldn't I though? I mean when they see the real me they'll just- _Ahh! Get down!"_

"What?" Fowler asked obliviously.

"Shut up and get down!" Mod repeated frantically, "Don't make a sound and stop smelling like meat!"

Fowler didn't know what had Mod so nervous, but he ducked down into the pilot's seat and waited it out with her. She flew slowly around clouds, almost as if she were hiding from something, and every few seconds Fowler would hear a crackle sound on her radio. He looked above them through the glass roof of her cockpit, and he saw a grey jet fly by.

"False alarm," Mod finally muttered, "It wasn't him."

"Him? Him who?" Fowler asked.

"Kayri," Mod replied cryptically.

" _Who_ is Kayri?" Fowler demanded to know.

"Don't ask me that," Mod replied; a serious edge to her voice, "Don't ever ask me that ever again. You're almost to your house if the coordinates you gave me were accurate."

For a moment they didn't say anything to one another. That was the weirdest Fowler had ever seen Mod act, and considering her usual behavior that was saying something. She was tense, that much was obvious, and Fowler wondered if the danger was immediate or just imagined by Mod. After a moment, Fowler finally broke the silence.

"You know what that grey jet reminded me of?" Fowler asked, "Starscream. You ever seen him in person before?"

"Have you?" Mod asked in return.

"Yeah, shortly after I got the job as 'Bot sitter," Fowler replied wryly, "I was captured by the 'Cons, and Starscream tortured me for information on the location of the Autobot base. He used some sort of energon prod on my body...It was some of the worst pain in my entire life. He jabbed me in the stomach, the back, even my, uh, family jewels. I'll never forget the way he wore me down, that sick sadistic glee, and the way my shoulders dislocated from the chains used to hold me up to the ceiling. Sometimes I still have nightmares about it."

"Whoa, that's rough," Mod replied softly, "But hey, you survived though. That's something, at least. So, um...did you tell him? About the base, I mean?"

"That's the worst part about it for me," Fowler said miserably, "I never told him, but I came _so_ close. The 'Bots don't realize this, but I was mere seconds away from telling him everything I knew before they showed up to rescue me. You see, I didn't know the Autobots very well back then. All I knew was their side was the least likely to kill the good people of the USofA, but I didn't really understand anything about their character or who they were as people. Starscream had me convinced that I was worthless to them, that they had abandoned me, and that my only hope of survival was to give him what he wanted."

"Yeah, sometimes words can hurt more than weapons," Mod agreed; her own mood shifting to melancholy, "My carrier beats me all the time. Scratches me, punches me, kicks me. The part that hurts the most though is the yelling. I get so tired of hearing about how useless I am, and about how I have no ambition. Why would I _want_ ambition? Ambition is what made my carrier. I don't want to be like that. My sire isn't ambitious. My sire's ambitions only caused pain. Once my sire gave up, the pain stopped. If I don't try, then I won't fail."

"That's no way to live, Mod," Fowler said gently as he ran his hand over her gauges in a comforting fashion, "You have to want something."

"I do want something, but I won't get to see it," Mod replied vaguely, but then her mood suddenly shifted again as she said, "Oh, your house is right down there! Hang onto something, sparky! Whoohoo!"

Mod dove down fast and landed gracefully on Fowler's driveway. He couldn't believe he had a blue jet in his driveway! It was a good thing he lived in the country, otherwise his neighbors would've had something to say about this.

The seeker opened her cockpit and lowered a ramp for him to climb down. Fowler took one last look at the jet and asked "Are you gonna be okay getting home?"

"Sure thing, squishy!" Mod replied cheerfully; all sadness forgotten, "Say, which 'Bot is your guardian?"

"I don't have one," Fowler replied, "My job is to look out for you."

"That's stupid!" Mod argued, "Bulkhead has Miko. Bumblebee has Raf. Why can't I have a human? I could be your guardian!"

"You're kidding, right?" Fowler asked as he put a hand on his hip.

"What? You're the only human I've met that wouldn't look weird driving a jet," Mod pointed out, "Come on! It's a match made on earth! We could do this every day!"

Fowler chuckled at the young femme's enthusiasm. She certainly did like sticking her nose cone into other people's business. Finally, with a relenting sigh, Fowler said "Okay, for the moment, you can be my guardian. Just to see how it works out for us."

"Alright!" Mod cheered as she took off in a burst of dust from the ground below.

Fowler watched as the seeker took off and wondered if he had just made a huge mistake. One thing was for sure. Cybertronian family relationships were a lot more complicated than he had originally thought.

* * *

A few days later Mod was back in her usual spot on the couch watching the Autobots go about their daily routine. They were still after Predacon bones, and Mod had even heard talk about a bunch of Predacons being terminated before they could come to term. She almost wished she had been there to see that.

Optimus Prime was going over known locations of the Predacon fossils and learning as much as he could about each location so he could know who to send out there to retrieve the artifacts. Smokescreen was in the room as well helping Prime with any task that required an extra set of servos.

"Okay Prime, I think this location should be Wheeljack's since there's a lot of curvy roads and he does really well on those," Smokescreen informed the Prime, "I also called ahead to agent Fowler just in case we needed backup, and I did some repairs on Ultra Magnus's ship. Do you still need me here or should I get started with more advanced weapons training?"

"You have done all you can, Smokescreen," Optimus replied with a grateful smile, "Feel free to take the rest of the night off."

"No way, Prime! I'm pumped!" Smokescreen replied gamely, "I'm ready to do whatever it takes to defeat the 'Cons and make earth safe for all of us!"

"Very well then, perhaps you could take inventory on our energon stores?" Optimus requested.

"I'm on it, Prime!" Smokescreen said excitedly as he rushed off to perform his given task.

Mod watched this display with a look of contempt. It was true that she was disliked by most of the 'Bots on the base with the exception of Bumblebee, Optimus, and maybe Arcee, but Smokescreen was the one Autobot on the base that Mod actively loathed. She hated ruler's pets that shoved their face plates up their leader's tailpipes just to get ahead. She didn't trust mechs like that. She had known too many of them to think of them as anything other than scum.

 _Hm, someone should really take that suck-up down a peg_. Mod thought to herself. _Well, I don't have anything planned for today. I guess I can teach the ruler's pet a lesson._

Smokescreen wrote down the number of every cube of energon diligently and even counted the unrefined chips. There weren't that many units of chips since Mod started scarfing them all down like a dog eating kibble. Still, Smokescreen was pleased to see that they had enough energon for a couple weeks without having to raid the Decepticons.

Once Smokescreen was finished, he turned around to leave, and almost jumped out of his plating when he saw Mod leaning in the doorway with a sly smile on her face and a leer in her optics.

"Hey, Smokey," Mod said seductively, "You got a minute?"

"Um, I guess," Smokescreen said uncertainly, "What do you need?"

"Oh, nothing special," Mod replied; trying to sound coy, "I just came in for some fuel. Say, would you like to refuel with me? I haven't had a lot of company lately."

"What about Bumblebee? Wouldn't you rather hang out with him? I thought you two were good friends," Smokescreen pointed out.

"We are," Mod replied smoothly, "But I shouldn't limit myself. Besides, you and I hardly know each other. Seeing you work all day to please the Prime...I figure you could use a break."

"Um, okay," Smokescreen replied nervously; his voice an octave higher than normal and his engines overheating.

Mod made certain to swing her hips as she walked so that Smokescreen would keep his attention exactly where she wanted him to keep it. Sometimes having her carrier's high heel struts came in handy. She needed to make sure he didn't suspect what she was _really_ up to.

When Mod found the energon she grabbed a cube full of chips for herself, and some mid-grade for Smokescreen. When she was sure he wasn't looking at the cubes, she pulled out a bag of sugar that she swiped from the kids' area of the base. She poured the sugar into Smokescreen's cube and smiled wickedly to herself when she thought about what this stuff would do to him…

* * *

Ratchet was busy working late into the night adjusting the scanners in the medbay. Between Bulkhead breaking things and Mod messing with things he was beginning to feel like he had a gremlin infestation! It seemed like his work was never done.

He was about to call it a night when he heard someone lumber into his medbay. He sighed and wondered what the problem was now. If they ever won the war with the Decepticons, the first thing Ratchet was was going to do was take a long vacation.

He heard the coughing before he actually saw Smokescreen, but when he saw the faded coloring of his armor Ratchet gasped!

"By the Allspark!" Ratchet exclaimed, "What happened to you, youngling?"

"I dunno," Smokescreen rasped in between coughing fits, "I was fine earlier. I did some reports, took inventory, refueled with Mod, trained for a while, and then when I was *cough* sparring with Bulkhead I got this horrible sensation in my tanks and engine. I feel like I'm gonna die, Ratchet! What's wrong with *cough* me?"

"Let's find out," Ratchet said resolutely as he guided the young elite guard to a berth.

Ratchet immediately started running scans on Smokescreen's vital signs and looked for any signs of damage. It didn't take him long to find the culprit.

"Sugarcane residue," Ratchet declared, "Smokescreen, you've ingested what the humans refer to as granulated sugar. If I hadn't caught this you could've gone into stasis lock."

"Is there a cure, Doc?" Smokescreen asked frantically as he grabbed Ratchet's arms pleadingly.

"Of course, it'll just require a simple flushing," Ratchet replied as he shook his head, "You're lucky you're not an earth vehicle, or your engine would be done for. Now, why did you eat sugar in the first place?"

"I didn't!" Smokescreen replied defensively, "Despite what everyone seems to think of me, I'm not stupid! Why would I eat sugar when I had perfectly good energo-? _Mod_! Mod did this to me! I thought that cube tasted funny! Ratchet, that seeker is trying to _kill_ _me_! She _poisoned_ me!"

"Don't be ridiculous," Ratchet groused, "Sugar wouldn't kill you. At least not this small amount. At worst you would have been in stasis lock for a few weeks until your self-repair systems could flush the sticky substance out of you."

"Ratchet, I don't know who or what Mod is, but she's trouble," Smokescreen said in a low tone of voice in case she could hear them from the living area, "She tried to seduce me, and then she poisoned me! Why is she trying to hurt me? I've never done anything to her!"

"Don't worry Smokescreen, I'll get to the bottom of this. I promise," Ratchet vowed, "To be honest I've had my suspicions about that winged parasite as well, but I can't prove anything yet. That being said, I have my ways of finding out the facts. By the end of the orn, I will learn the truth about Mod."


	5. Sire and Carrier

_Author's Notes: I like working on this story, because it's one of the few on here I could truly call a mystery. Hm, maybe I should change the genre to reflect that. I don't know. Anyway, just want to say thanks to everyone who is reading this fic and I hope you enjoy this next chapter of Attack of the 20 ft. Freeloader :)_

* * *

Chapter 5

Sire and Carrier

Ever since the sugar in Smokescreen's energon incident Mod noticed that Ratchet was watching her much closer than before. She liked razzing the doc bot, but this level of scrutiny from him was more than she could handle. She needed a way to cool off before she did something she would later regret.

For most of the day she watched TV from the couch and ate energon chips just like always. Sometimes she would subtly look in Ratchet's direction to see if he was watching her. Twice she found that he was, but she didn't bring any attention to it. Who knew Smokescreen was such a valued member of Team Prime? Apparently she needed to work harder to go unnoticed if she was going to complete her mission. For the time being though, she just needed to get away.

Ratchet didn't recharge as much as the other 'Bots. Mod didn't expect him to after watching him for so long. He was very dedicated to ensuring the safety and health of Team Prime. It was 5:00 am before Ratchet finally called it an orn. Mod pretended to be in recharge so Ratchet wouldn't stand guard over his medbay while she was around, and when he finally nodded off she was ready for action.

Mod snuck out of Hangar E and transformed on the runway for the military planes. She took off into the night to finally have a chance to fly. The open night sky with its many glittering stars was just what she needed to clear her processor.

* * *

Mod flew for about an hour before she realized her energon wasn't processing properly. She cursed herself for only eating the crystals and not the refined energon. That would've kept her in the air for days, but the crystals barely lasted an hour when she actually exerted herself. It didn't help that her engines and thrusters were in terrible shape from lack of use. She supposed the life of a couch clunker wasn't that useful on a world that required physical stamina.

She sat down in the middle of a grassy field and took in the sights. The first signs of sunrise were poking through the horizon, and the sky was a dark blue color. Mod could barely make out flowers along the field, and smiled at the different shapes and colors. She sighed contentedly and pondered whether or not she should just lay down here and let oblivion come for her rather than going back to the Autobot base. Maybe her mission could wait...

Her semi-peaceful thoughts were interrupted when the green swirling light of a ground bridge was seen in the distance. She wondered if the Autobots found her, but then two figures emerged from the light, and Mod gritted her dental plates when she saw exactly who it was.

"Am I _really_ necessary for this mission, Starscream?" Knockout whined as they walked along the roadless grassy plain, "This humidity is terrible for my undercarriage and the mud gets in my rims!"

"Silence, Knockout!" Starscream snapped at the vain medic, "Lord Megatron says there is a new energy signature here. It could be a new Decepticon come to follow us into glorious battle or a new Autobot come to challenge us. Either way, we must determine exactly what we're dealing with."

"But why do _I_ have to be here?" Knockout asked petulantly, "It's bad enough that Shockwave treats me like a servant class drone, but now I have to do the dirty work out in the field with you? I'm telling you, if the Decepticons weren't so powerful I would jump ship in an instant!"

"The new Decepticon might need a medic," Starscream reasoned, "Or the Autobot might need _questioning_ …" He left the implications in the air, but they both knew what Starscream meant by that.

Mod stood and watched them argue among themselves. There was no point in hiding since there was nowhere to hide in the flatlands. She also didn't run away because her flight capabilities were worth scrap at the moment. That just left her to watch the pair of Decepticons as they failed to see what was right under their nose cones. She smirked and had to resist the urge to giggle at their obliviousness. She thought about using her only true skill, that of copying other mechs' voices, to make them turn on each other for a laugh, but decided against it. She was too tired for that anyway.

Finally, after arguing for ten minutes, the Decepticons noticed that there was a seeker femme watching them in the distance, and Starscream smirked. He had been the commander of the energon seekers on Cybertron, so this femme's frame type meant that she was most likely a Decepticon. Knockout smiled as well, but for completely different reasons.

"Excuse me, miss," Knockout said smoothly as he approached the femme, "I am so glad we ran into you."

"You are?" Mod asked; confused.

"Of course," Knockout purred as he walked closer to Mod, "Even in this light I can see the lustre in your paint. You have such fine features, and lovely yellow optics. It will be such a pleasure to get to know you better. Perhaps over a little high grade?"

" _What_!?" Mod exclaimed in shock, "Ew, gross, awkward, confusing, complicated! You are old enough to be my sire! Ew, now I'm picturing it! _Get it out_!"

Starscream laughed heartily at Knockout's scandalized face and Mod's freaking out. He didn't know much about this femme but he had figured one thing out from her outburst; she was very young. If she was a youngling that had been prematurely upgraded then they needed to tread carefully. Younglings were very volatile and unpredictable, especially when they were cornered.

"So young femme, how long have you been on earth?" Starscream asked; hoping to build trust between himself and the new recruit.

"My whole life," Mod replied with a smile that screamed 'I am lying'.

"Very funny," Starscream replied dryly, "Seriously though, you must be honored to have the chance to serve Lord Megatron and the Decepticon cause."

"Megatron's an idiot," Mod replied bluntly, "I give him six months."

That was not the answer they expected to hear from a seeker femme. Starscream could feel himself losing control over the situation, and Knockout was still a little disappointed that she was too young to want to date him. The only femme that had entered the ship since he got there had been Airachnid, and she hadn't exactly been the inviting type when she was around.

" _Ahem_ , young femme, are you trying to say that you do not wish to serve the Decepticon cause?" Starscream asked sharply; a warning clear in his tone.

Mod's confident look seemed to vanish with those words. She felt herself shaking, and her intakes stalled. She could feel a panic attack coming on, but she didn't know how to stop it. Suddenly she didn't feel like a femme on a top secret mission. She felt like a sparkling staring up at her carrier awaiting a blow that was guaranteed to send her to her nanny for repairs. She couldn't stop the flashbacks from coming, and soon the world and the Decepticons weren't even there as far as she was concerned. She was home in the palace about to be punished again.

"Answer me!" Starscream demanded, and Mod whimpered at the harsh sound of his voice.

She hated this. She was weak. She had never seen true combat and she knew she had no chance here. She would die without completing her mission, and nothing would change. Her creators would never know what happened, and more than likely they wouldn't care. Kayri would win again.

"Careful Starscream, you don't want to scare her away," Knockout warned his superior officer.

"Young femme, if you are this soft sparked then maybe you don't deserve to be a Decepticon," Starscream posited, "Are you going to come back to the Nemesis with us or not?"

Mod had to pull herself out of her flashbacks. This was the real world, and she had to live in the moment she was actually in. She pulled herself together, took a shaky intake of air, and stared into the blood red optics of the Decepticon SIC. What she said next took all of her courage.

"No. I won't go," Mod said resolutely, "I won't watch Megatron bully all of you and make your lives a living pit. I won't be a part of that. I can't."

"So, are you an Autobot?" Starscream asked intently.

"No," Mod replied sadly, "There are no Autobots. There are no Decepticons. There is only Kayri and his miserable subjects. I have to stop him. I'm sorry."

Both Decepticons were confused by her words, but Starscream understood one thing clearly. This femme wasn't one of them. Without another word he shot her point blank in the chassis with his missile launcher! Mod fell, but didn't cry out. She barely even felt it as she collided with the ground, and could barely see the Decepticons as they left through their space bridge.

Mod looked down at her chassis. The chrono-inhibitor was undamaged, but that shot came dangerously close to her spark. She breathed a sigh of relief that the chrono-inhibitor was left intact, since it was probably the most important piece of equipment on her at the moment.

She had to get help, but she also knew she would get in trouble if she did. Oh well. She had to survive a little longer. She had to complete the mission and stop Kayri. With a shaky intake she activated her comm and contacted Ratchet, who she hoped had onlined since she left.

/Ratchet.../ Mod moaned softly as she tried to stay conscious, /...I'm hit. Coordinates are being sent...please...hurry. Bring...medical kit."

Then Mod blacked out.

* * *

Ratchet was forced out of recharge by a burst of static followed by a comm signal from one of the others. It took him a moment to realize it was Mod, and she was transmitting from somewhere in Kansas. He got up and went to the ground bridge immediately, hoping this wasn't a practical joke being played by the seeker femme.

He got more than he bargained for when he arrived and saw that Mod was on the ground bleeding out and completely unconscious. Her color was already fading, so Ratchet knew he had to hurry if he was going to save her life!

He ran through the ground bridge and closed it quickly. He then got Mod on the medical berth and began to solder some of the fuel lines closed. He would have to operate, and he just hoped that he had enough protoform sheet metal to keep her stable. He'd already had problems with constructing a new hand for Ultra Magnus. It looked more like a claw. He didn't want to do something that would prevent Mod from transforming or worse.

As Ratchet began to work, Mod slowly came online. So wrapped up in his task, Ratchet didn't even notice that Mod was awake. She looked up at Ratchet's focused face plate and smiled tiredly. So he _did_ come for her after all. She wasn't sure he would.

"Hey, Ratchet…" Mod called out in a raspy energon-filled voice, "My...inhibitor. Don't touch it. Very delicate."

"Shh, you need to recharge while I work," Ratchet admonished her, "You'll be fine."

"Please...Be careful of...the inhibitor," Mod insisted, "I need it."

"Shh," Ratchet shushed her in a soothing tone of voice and continued his ministrations, "I'll be careful. You'll be alright youngling, don't worry."

"My sire…" Mod croaked out, "...I'm sorry. Tell my sire I'm sorry."

"I'm trying to work," Ratchet reminded her.

"Please?" Mod requested again.

"Okay, how do I get in touch with your sire?" Ratchet asked in an effort to calm her down.

"Already...here...Hangar E..." Mod replied with a gurgling voice due to the energon buildup before falling unconscious again.

Ratchet continued making repairs for a few more minutes before what Mod said finally sunk in. Then he was jolted by the realization that Mod said her sire was stationed at Hangar E. Did she mean their own base here on earth? Well, as soon as Ratchet was done stabilizing her, he was going to find out.

* * *

When the Autobots came back from their duty shifts later that day with the kids in tow, they found Ratchet in his medbay as always; which was no surprise. What did surprise the group was when Bumblebee and Raf informed them that Mod was in the medbay with several steel grey patches over where an injury to her chassis and cockpit had been!

Everyone else filed in curiously to see what Ratchet would tell them about what happened to Mod, but he was engrossed with a monitor and a sample of energon under a microscope.

"Hey Doc Bot, what's that for?" Miko asked curiously as she pointed to the sample.

"I'm scanning Mod's CNA signature for a paternal match," Ratchet replied distractedly as he typed in some commands on the keyboard.

"Pardon me, old friend," Optimus interjected himself into the conversation, "But how would you find Mod's sire when we don't even know what planet she comes from?"

"Before Mod passed out she told me her sire lived here with us," Ratchet informed Optimus, "She might've just been delirious, but I don't want to leave any stone unturned, as the humans say. If her sire does indeed live here, then that would explain why she refuses to leave."

"So, this is a paternity test?" Jack asked hesitantly, "Like on daytime talk shows?"

"Cool!" Miko exclaimed, "Who do you think the father is gonna be? I think it's gonna be Optimus Prime! You know, because he's red and blue and Mod is blue with red lines. Oh no wait, I change my guess! Ultra Magnus! His colors are similar too, and it would be so funny to have a stuck-up workaholic like Ultra Magnus be the father of a lazy yet fun-loving femme like Mod!"

"Quiet, Miko!" Ratchet snapped, "The results are loading now."

"Uh...You don't think it's me, do you?" Bulkhead asked worriedly.

"It probably isn't any of us," Ultra Magnus replied, "It's probably just another one of Mod's lies. She does have a tendency to play mind games with us."

"Methinks thou doth protest too much," Miko quoted at Ultra Magnus with a sly smirk, "Admit it, she's yours, isn't she?"

Ultra Magnus just scowled at the human girl; unamused.

"You know, this could be a real problem," Wheeljack pointed out while Ratchet waited for the results to load, "That femme is a seeker. Most seekers are Decepticons. Whoever merged their spark to create Mod was likely fraternizing with a 'Con. That could make the sire a potential collaborator and possibly even a traitor to the Autobots."

"Calm down, Wheeljack," Arcee replied stoically, "It's like Ultra Magnus said. She probably just wants to confuse us. I don't know what Mod's endgame is, but she has displayed tendencies toward treachery since she got here."

"You can say _that_ again," Smokescreen added with a sore expression on his face plate as he remembered her poisoning his energon with sugar.

"Alright everyone, I have the results," Ratchet announced, "Alright, according to this the carrier isn't any one of us, no surprise there. The sire is...by the Allspark!"

Everyone looked at Ratchet's shocked expression and wondered what he found. Mod, meanwhile, had yet to wake up for any of this excitement.

* * *

 _Author's Notes: I encourage and look forward to seeing your speculations on what Ratchet discovered :)_


	6. Impossible!

_Author's Notes: Well, I got lots of different guesses from you, my lovely reviewers! I have to say some of your ideas were very creative, but nobody figured it out. One thing I was surprised by was that Wheeljack was the most popular answer. I didn't even think of that, but Mod's personality is similar to Wheeljack's in the nonchalance department. Sorry though, it isn't Wheeljack. Well, now that this chapter is up the rest of Mod's story should be a little easier to piece together. Thank you all for reading and reviewing. I hope you enjoy this chapter of Attack of The 20 ft. Freeloader :)_

* * *

Chapter 6

Impossible!

"By the Allspark!" Ratchet exclaimed in shock when he saw the results of the CNA test. He never would've guessed this 'Bot would procreate with a seeker.

"What is it, Doc Bot?" Miko asked excitedly, "It _is_ Ultra Magnus, isn't it?"

"No," Ratchet replied; a more subdued expression on his face plate now, "According to the scans, Mod's sire is Arcee."

The Autobots all turned to look at Arcee curiously to see what she would say, and her optics were wide with shock and a tinge of outrage.

"Wait a minute!" Jack interrupted the awkward silence, "Arcee's female! She can't be Mod's, uh, _father_."

"Maybe Mod's a clone," Miko suggested.

Ratchet harrumphed and said "Humans. Such a limited species. Sires and carriers aren't determined by gender like they are with your people."

"So you mean two males could have a baby if they wanted to?" Miko asked.

"No, we still need the interconnecting parts of both mechs and femmes to make a newspark," Ratchet tried to be patient as he explained to the human younglings, "However, the carrier is determined by whichever partner is strongest at the time of conception. This ensures the newspark has a better chance of survival. The weaker partner donates their coding to prevent the sparkling from being a clone, thus making them the sire."

"So…" Raf tried to put the pieces together in his head before saying anything, "So, you're saying that if Arcee is the father, that means there's a male Cybertronian out there somewhere that is Mod's...mother?"

"More or less," Ratchet conceded.

Arcee, meanwhile, was starting to come out of her state of disbelief. When she did, her face took on a look of defiant anger as she shouted "Wait a klik! All of that is beside the point! I _can't_ be Mod's sire!"

"CNA doesn't lie, Arcee," Ratchet said with his servos on his hips, "You are her sire. Did you know she existed? Do you know who the carrier is?"

"What? _No_! I mean-. Ugh! I can't be Mod's sire!" Arcee repeated, getting frustrated by this whole inquisition, "I've never interfaced before. I can't be Mod's sire because my spark has never merged with anyone else's!"

"What does that mean, Arcee?" Jack asked; his tone understanding yet curious.

"It means I'm...what's that word? Oh, here it is," Arcee muttered as she used her comm link to hook up to the Internet, "It means I'm a virgin, in human terms."

"Really?" Bulkhead asked, "But I thought you and Cliffjumper-"

"No, we didn't," Arcee shot down his next words, "We never had that kind of relationship. Who has time when there's a war going on?"

"I found time. Lots of times," Wheeljack shrugged, "Arcee, not to sound rude, but are you sure you aren't just saying all that to cover up some affair you had with a seeker mech?"

"That's absurd!" Arcee spat back at him, "Besides, how could Mod's sire be a two-wheeler? Look at her! She has archer-style heels and horizontal stripes on her arms and legs. Those are recessive traits that usually only happen in the Allspark or by merging two pure seekers."

"Yes, but her frame is quite small," Ratchet pointed out, "That could happen when a seeker merges with a two-wheeler since two-wheelers are always short and slender. She is also the same shade of blue as you are."

"Wait, you guys are losing me," Jack interjected, "I didn't know frame types were determined by your parents."

"Only when dealing with merge sparks," Ratchet replied, "You see Jack, Mod isn't a typical seeker. Do you remember Skyquake and Dreadwing?"

"Who could forget?" Miko answered for Jack, "I still remember when Zombie-Quake's hand chased us all around the Shadow Zone. That was intense."

"Yes," Ratchet replied dryly, "Anyway, Skyquake and Dreadwing were large, bulky, and had a long wingspan. That is a typical seeker. Smaller seekers come from a recessive techno-organic mutation. Most of them were killed off vorns ago by Megatron because he deemed them useless in combat. Starscream up to this point was one of the last seekers we knew about with the stealthier frame type. Actually, for a while I suspected Mod might be related to Starscream, but Arcee being her sire would explain why she is so small."

"I'm _not_ her sire!" Arcee groaned irritably, "Besides, Mod said she knew her sire, and we've never met. All I know about her is what I've seen here; that she's lazy, conniving, and ungrateful. She is _not_ my daughter!"

The Autobots continued to discuss this situation with Arcee, and Arcee continued to deny any involvement with the seeker femme. What they didn't know, however, was that Mod was already awake and listening to every word they said.

She pretended to be unconscious so they wouldn't suspect anything. According to Mod's chrono-inhibitor, her mission was going to take place tomorrow. This was perfect timing. While the Autobots argued about Mod's paternity and went about their routine business, they wouldn't even suspect that Mod was preparing to strike. The mission would be completed, and Mod would fulfill her purpose.

* * *

The next morning was Saturday, so the kids got to spend extra time with the Autobots and just chill out and play video games. Mod still hadn't onlined as far as they knew, and Smokescreen and Bulkhead had just returned from a mission in the Arctic to collect a Predacon bone. When they came through the ground bridge, the first thing Bulkhead said was "Brr! Why do we always get sent up to the coldest part of the planet for these missions?"

"Hey, Bulk!" Miko greeted him as she ran up to hug his pede, "You're just in time for the movie! It's a film from Hong Kong called ' _The Thing That Smashed Everthing_ '." She made her voice sound hammy and ominous when she said the title, "You'll love it! It's got a giant monster fighting another giant monster!"

"Don't we get enough of that in real life?" Jack asked sardonically.

Bulkhead chuckled good-naturedly and joined the kids at the TV to watch the movie. Smokescreen went into the relic room to place the Predacon bone, and Ratchet continued to scan for more bones on the main monitor. Everything was quiet for quite some time. Optimus and Ultra Magnus came in to check the reports with Ratchet, and Arcee and Wheeljack came in shortly after from the training room. Everything seemed peaceful until the hangar doors swung open to admit a certain government agent…

"Prime!" Agent Fowler hollered into the room just as he always did, "I just got a message in my office from Megatron."

"Why would he call you?" Bulkhead asked from his place in front of the TV.

"Apparently he knew I would know how to contact you," Fowler said; disgusted at being used even in this capacity by the Decepticon tyrant, "You're not gonna like this. Megatron says his goons have planted bombs all around a factory in Tulsa, Oklahoma and says unless you bridge to coordinates 30 miles outside the city to deliver the Predacon bone in 30 minutes, he'll allow the bombs to go off and kill the factory workers."

"He would do it," Optimus said gravely, "He has used this tactic before on Cybertron."

"We can't give him the fossil, Prime," Arcee insisted, "I say we ground bridge to the factory, find those bombs, and disarm them ourselves."

"Agreed," Optimis nodded, "Wheeljack knows about explosives, so he will accompany us. Agent Fowler, how many workers are there now?"

"Around 280," Fowler replied grimly, "All oblivious to the danger they're in."

After Fowler said this, he suddenly noticed the medbay and the seeker femme still recovering inside.

"Sweet Lady Liberty!" Fowler exclaimed when he saw Mod hooked up to so many machines, "What happened to her?"

"She was attacked by Decepticons," Ratchet explained, "She's going to be alright, but she needs rest and fluids. All that crystallized energon has made her systems weaker than normal. Fortunately, her spark is young and strong. Otherwise that shot might have killed her."

"Poor kid," Fowler said as he looked up at her prone form, "A while back she said she wanted to be my guardian. She sounded so excited about it. Poor thing hasn't had an easy life. She told me her carrier, whatever that is, used to beat her."

"Wait, she told you about her carrier?" Jack suddenly asked, "Did she say anything about her sire? Anything at all?"

"I don't know why that matters," Fowler said hesitantly, "But she did mention that her sire stopped being ambitious. From the way she said it, it sounded like the mech was broken down by life and just gave up. Apparently Mod actually admires that about him, and that's why she's so listless herself."

"That doesn't sound like Arcee," Raf whispered to Jack out of earshot of Fowler.

"Ratchet," Optimus said to the medic, "Bridge us to the factory to save those workers."

Ratchet nodded and began working on the controls to the ground bridge. He pulled the switch, but instead of the usual swirling green vortex they were instead greeted with absolutely nothing. Ratchet tried the controls again, but the ground bridge didn't do anything.

"Ratchet, what is going on?" Optimus asked; a hint of worry in his voice.

"I don't know yet, Optimus," Ratchet replied as he feverishly worked the keypad to try to make the bridge work.

For a few minutes Ratchet tried to fix the control board of the ground bridge, but nothing was working. Time was of the essence, and they had to fix that bridge before those humans were killed.

"Hey Doc," Wheeljack called out from behind the ground bridge, "I think I found the problem."

Everyone went over to where Wheeljack was standing, and they were met with a disheartening sight. The large tube that led from the ground bridge to the generator powering it was severed. It had been sliced clean, and there were three small parts sliced away along with the two main parts.

"What kind of weapon makes something look like that?" Fowler wondered.

"It looks like it was four identical blades," Wheeljack surmised, "See, if it was just one blade then it would've been a clean cut. With these little chunks here you can see that the perpetrator was wielding four identical weapons."

"Was it an invisible Decepticon slashing with four swords?" Miko asked too excitedly given the direness of the situation.

"Nope," Wheeljack replied simply, "Not swords, _claws_. This was caused by talons raking across the cable."

"You sound awfully sure of that," Ratchet replied skeptically.

"Of course I'm sure," Wheeljack replied confidently, "That's how a seeker once sliced my arm off during a fight."

"Oh yeah, I remember that!" Bulkhead exclaimed excitedly, "You beat him to death with your own severed arm! That was before we set charges to blow the whole place sky high! Ah, now _that_ was how Wreckers got things done..."

"Forget the ground bridge, we'll never repair it in time!" Arcee shouted to get everyone to focus, "What if we just drove to Tulsa? Could we make it in time?"

"In _20 minutes_? You _do_ remember you're in Nevada, right?" Fowler asked rhetorically.

No one knew what to do. Ratchet worked to try to reestablish the connection with the ground bridge, but the cable was simply too damaged. When that failed Optimus ordered everyone to search the base for a new cable, but Ratchet already knew they didn't have one. Even of they did, it wasn't an easy process to attach it to a ground bridge it wasn't designed for.

Miko and Jack were trying to help the 'Bots locate a cable to fix the ground bridge, but Rafael was still thinking about who sabotaged it in the first place. He looked up at Mod and examined her servos. She was still lying on the medical berth while all of this excitement was going on. Raf looked, and saw that her talons were very long and incredibly sharp. They matched the markings perfectly, but it didn't add up. She had been there the entire time, and Bulkhead and Smokescreen had just used the bridge a few minutes before. Whoever slashed the cable would've had to have done it within the past few minutes.

Bumblebee awoke out of recharge when he heard the commotion. He didn't know what was happening, but he could tell it was something big. Everyone was going nuts looking around the base like a herd of scraplets were loose. Bee shuddered at that thought. He _really_ hoped it wasn't scraplets. He looked at Raf, and saw that the boy had climbed onto Mod's medical berth.

/What's going on?/ Bee beeped.

"Someone destroyed the ground bridge cables," Rafael explained, "The 'Bots have to bridge to Tulsa quickly because the Decepticons planted bombs at a factory there and the workers will be killed if nothing is done."

"Fowler's already on it," Jack told him from the ground, "He called a bomb squad in Tulsa to try to find and disarm the bombs. Hopefully those people will be alright."

"Jack," Raf said uncertainly as he sat on the edge of the berth, "I don't know how it's possible, but I think Mod did it. Her digits are perfect for slicing through a cable like that, and none of the Autobots have claws like she does."

/Yeah, claws are a Decepticon thing,/ Bumblebee agreed.

Suddenly they heard Fowler shouting "What do you mean!? _Already_? You can't be serious!"

"What? What happened?" Miko asked immediately.

"Bot's, kids, I have terrible news," Fowler said somberly, "I just got word from Agent Hatfield in Tulsa. The bomb squad disabled three of the bombs, but it wasn't enough. Several charges went off, collapsing the building with many of the workers still inside. Two of our agents were also killed. So far 43 workers are safe and accounted for. That still leaves nearly 240 workers either dead or missing. I'm sorry."

The Autobots all looked dumbstruck, Miko gasped in shock, Raf wiped his eyes from behind his glasses, and Jack hung his head sorrowfully. The Autobots had failed to save the humans, and Megatron now had even more blood on his servos.

Mod sat up then, revealing that she had been awake the entire time. The Autobots immediately looked at her with suspicion, and Raf gave her the more hurt and betrayed looking face they had ever seen.

"So, you guys didn't go to the factory?" Mod asked casually, as if she were asking what was for dinner.

"Mod, did you break the ground bridge cable?" Optimus asked; his voice a low rumble.

Mod didn't answer him. Instead she looked down at her servos with a look of pure confusion. She shook her hands as if that would do something, and then looked up at the Autobots with pure befuddlement and fear written on her features.

"Why am I still here?" Mod asked; her tone almost whining, "I don't get it. I did it. I got you to stay here and the factory blew up. I should be gone now! What gives!?"

Mod was on the verge of panicking now as she realized her mission had somehow still failed. Success meant she wouldn't be here anymore, but here she was, and now the Autobots were surrounding her like a vice about to clamp down on her.

"Mod, you are under arrest on suspected charges of collaboration and murder," Optimus told her; his voice stern yet calm.

"This must be the wrong mission," Mod muttered to herself, "I'm in the wrong place. I don't need to keep Optimus here...I need to find Megatron. Oh, scrap! I need to find Megatron!"

Mod then jumped up and transformed into jet mode right over their helms! They reached to grab her, but Mod was too fast. She rammed into the door of the hangar; boring a large hole in it as she plowed through! She shot up into the sky and soon noticed blaster fire all around her. She dodged most of it, but one shot hit the very tip of her right wing. She howled in pain, but didn't slow down!

Mod had to get away from the Autobots. She had to get to Megatron! She felt bad about the part she played in the deaths of the factory workers, but what were a couple hundred lives in comparison to billions? If her mission failed, then the human race would become extinct and nothing she had accomplished here would matter.

"Well Kayri...Looks like I still have a little of your ambition after all," Mod said to herself as she saw the Nemesis come into view, "I'm sorry sire, but if you want Jack to live, then I hope you don't follow me."


	7. Gold Locks

_Author's Notes: Well, we get the first chapter with Mod on the Nemesis. I left a few more clues about the femme in this chapter, and hopefully more about the story will become clear in this chapter (or less clear, since I have a habit of doing that too). To be fair though, I don't think I'm going to be able to top the last chapter's twist. Thank you for reading, and please leave a review if you feel like it :)_

* * *

Chapter 7

Gold Locks

Mod landed less than gracefully on the outdoor hangar of the Nemesis. She nearly fell off due to the wind whipping through her wings and her thin heel struts having trouble finding purchase on the ground. She flapped her arms and wings a few times, and finally managed to prevent herself from falling. Once that was accomplished, she moved on to her next task.

She rifled through her cockpit until she found a data pad that contained a map of the Nemesis, including the location of every security camera. This would come in handy, because she didn't plan on being seen anytime soon. The Autobots were easy enough to deal with, but if she wanted to handle Megatron she would have to be more subtle.

She looked at her chronometer. Megatron was still en route and wouldn't be back for at least a half hour, so she had to move quickly. She went into the ship and hid among the many shadows of the Nemesis.

Before going to her final destination, however, Mod decided that she wanted to have a little fun. She remembered that crazy old Shockwave worked here, and she never did pay him back for that night in Kowloon, so she headed for the nearest comm system and laughed quietly to herself at the brilliance of her evil plan.

She maneuvered the halls and hid from Vehicons until she found herself in the main engine room. Nobody came down here, but it had access to a computer terminal from which she could pull her latest prank. She tested her voice to make sure she could still make it sound like Shockwave by saying the word 'logical' several times, and then saying random scrap in Shockwave's voice. Satisfied that her impersonation was flawless, she turned on the public comm system.

" _Ahem_. Attention all personnel. This is Shockwave, and I have a very important announcement," Mod intoned in her best Shockwave voice, "I want Megatron to bare my sparklings."

Shockwave, meanwhile, was in the lab with Knockout working with one of the Predacon bones. Knockout, upon hearing the odd declaration, turned to Shockwave with a quizzical expression.

"I did not say that," Shockwave told him in a matter-of-fact tone.

"I also like to make out with Autobots," Mod continued in Shockwave's voice, "My favorite flavor of energon is the kind that comes out of dead scraplets. I think Megatron has a hot bod. I also collect hair from barber shops and sniff my own pedes with my nonexistent nose cone…"

"What the _frag_?" Knockout exclaimed from the lab.

"Apparently someone is using a voice changer to sound like me," Shockwave deduced, "It could be an Autobot distraction."

"Possibly," Knockout agreed, "We should search for the intruder at once."

"Agreed," Shockwave nodded, and together they took off in search of the unknown jokester.

Mod finally got tired of impersonating Shockwave, but she didn't feel like leaving the isolation of the engine room just yet, so she decided to imitate Starscream. She didn't have as much material for him, but she still relished the idea of humiliating him.

"Greetings, puny insects! This is your second in command speaking!" Mod shouted in Starscream's voice, "Don't come into my quarters right now, I'm not alone, if you know what I mean...Oh, and I would also like to say that I am the bestest leader ever and Megatron eats human diapers! Hah!"

Mod suddenly heard pede steps getting closer to her location, so she took that as her cue to leave and climbed through the vent to escape. It wasn't easy with her wingspan, but she managed to flatten them against her back before clamouring up the chute and out of the engine room. She was just in time, too. The moment she closed the grate she saw Shockwave and Knockout enter the room searching for whoever was invading their comm systems.

 _Oh, scrap! I should've imitated Knockout!_ Mod thought with a pout. _Oh well. Next time_.

With that settled, Mod began her journey once again to her actual destination. She looked at her map and made the correct turns until she was above the room she wanted to be in.

She hopped down into a berth room. It looked like an ordinary breth room with little furniture or much of anything to indicate it was lived in, but Mod chose this room for a very specific reason: this room had no security cameras installed.

Mod ran to the computer terminal. She would need it in order to download the crew manifest from this ship as well as figure out their next plan of attack. She logged into the system, but then the screen came back that said: Enter Access Code Now.

"Hm...Oh yeah, I got something for that…" Mod muttered, and then pulled out a gold colored keycard that was designed to hack into Cybertronian lockout systems, "Thank you, Nanny!"

She used the keycard to hack the system, and then furiously typed to find the information she needed. Vehicon manifest: 527. Eradicon manifest: 212. Officers still functional: Megatron, Starscream, Soundwave, Knockout, Shockwave. Predacon bones recovered: 3. Functional Predacons: 1. Newspark Predacons: 25.

" _Predaking_ ," Mod whispered, "So he _is_ real! Well then, maybe that'll make my job a little easier..."

Mod then downloaded the location of the prenatal Predacons, retrieved the keycard, and shoved it back into her cockpit. She wasn't sure how she would use this information, but it might prove useful nonetheless. Until then, she would just chill out in these quarters until it was time to strike.

Humming a little tune, Mod grabbed a cube of energon and sat on the berth. She drank until the cube was gone, yawned, and then fell into recharge on the big comfy berth. The Autobots didn't have berths this big or flowing with so much energy back at their base.

That brought back thoughts of her sire. Arcee had been so adamant about the fact that Mod wasn't hers. That made sense, since Arcee was an honorable femme that would never frag a mech and then leave him to raise their sparkling. Oh, if only Arcee understood. If she knew what Mod knew, she'd probably never come out of her PTSD flashbacks...

* * *

Little Mod sat at the dinner table and gingerly picked up her energon cube. This was one of those rare nights when her carrier had insisted his mate and sparkling dine in the main hall with him. Mod was happy to be invited to spend time with both of her creators, but she knew despite her joy that her sire was miserable.

Her sire heaved sharp sighs all throughout dinner, and her carrier would glare at her sire every time. Mod just tried to be quiet so she wouldn't cause another fight. Little was said during their meal, but her carrier did seem to be in a very good mood nonetheless. Finally, he got around to explaining why.

"Oh, I almost forgot to mention," Mod's carrier said in a raspy voice, "Ramjet is opening a new nightclub in New Kaon. It's a very exclusive place for the wealthy and influential elite. You and I have been invited as the guests of honor, and I expect you to polish yourself before leaving the palace this time."

" _You're_ the guest of honor," Mod's sire growled in contempt, "I'm just some plaything to make you look good. Well you can just forget it. I'm not going."

"Oh, yes you are!" Mod's carrier bellowed furiously, "You are going, and you are going to be on your best behavior! If you embarrass me tonight I will see to it that you regret it…"

"I'll go with you, Kayri!" Mod offered, "I wanna go. I like doing things with you. I can behave. Please?"

"Yeah, take Mod with you and leave me alone for once in my miserable life," Mod's sire spat with biting tones.

"Ah, ah, ah," Mod's carrier wagged his finger and shook his head; his smirk both malicious and playful, "Now Arcee, don't be that way. Think of everything I've done for you. I have given you a home, a purpose, and a child that will one day rule this world and many others. You are a queen, and yet you insist on acting like a ravenous organic animal. Well, I know how to make you listen to me. Perhaps if I paid a visit to the basement I could find _someone_ that knows how to talk sense into you. Or maybe not. Maybe when I get down there all I'll find is scrap metal…" Mod's carrier then held up a golden key, the old-fashioned kind, and twirled it around his long digits to illustrate his point.

Arcee's optics widened at the subtly implied threat, and reluctantly she swallowed her hate and her pride as she got up from the table to face him. She couldn't even look into those pitiless red optics as she spoke to her so-called bondmate.

"I'll be ready in half a joor," Arcee's words sounded muddied in her vocalizer; as if saying them took all of her strength.

"You have a quarter joor," Kayri replied coolly, "Mod, your nanny is in charge of you tonight. Do whatever he says."

"Very funny," Mod rolled her optics, "Just be careful, you guys."

As Mod walked away she thought about what her Kayri had said. He used the threat of the basement on her sire a lot. Mod knew it was a dungeon down there, but she wasn't sure exactly what the threat was. At first she believed her sire would be locked down there if her carrier got mad enough. After a while though, Kayri started dropping less subtle hints that implied he had someone else down there; someone her sire cared about.

Either way it was clear that Mod's carrier had many ways to keep Arcee in his life and in his iron grip. Mod hated to see her sire suffer that way, but it wasn't like she could just talk to her sire about it. Her sire didn't like to talk to her, and didn't like to answer childish questions. Mod walked past a mirror and looked again at her seeker frame. It was the pride of the planet, but Mod hated it. She didn't want to be a seeker. It made her look too much like her carrier. She wanted to be a two-wheeler just like her sire. Mod sighed and went to the sitting room to lay down on the couch and wait for her nanny...

* * *

Soundwave had been on duty for 5 joors straight without a break. He was looking forward to a shower in the wash racks, a cube of fresh energon, and lying down in his berth for a long nap. Security would probably be fine for a couple joors without him on the bridge.

He showered quickly when he saw the place was crowded with Vehicons coming off duty, and then dried off before heading back to his quarters. He already felt like something was off. His security monitors picked up Shockwave and Knockout searching the ship earlier. It probably had to do with whoever played that prank on Shockwave and Starscream. Soundwave actually thought it was funny, but of course no one else would ever know that.

He keyed open the door to his quarters, but when he got inside he saw that there was already someone there!

Soundwave stepped closer to see who _dared_ to intrude in his personal living space. He wasn't in the mood for games, and a seeker sleeping on his berth was just asking for a fight she could not win. If she thought she'd get away with it because she was a femme, well she had another thing coming.

Soundwave took a picture of her face and ran her profile through the Decepticon database. If she had Megatron's favor he would have to act carefully, but if she was known for causing trouble then he could punish her with impunity. He was surprised, however, to learn that her specs didn't exist in the database at all. So, she wasn't a Decepticon...probably an Autobot spy.

Knowing that fear was a great psychological weapon, Soundwave didn't stir the femme right away. He wanted her to understand the danger she was in, and patience was one of his best qualities, so he stood looming over the berth and waited for her to online and see him hovering over her. He knew for most mechs his appearance alone was enough to make them leak transmission fluid all over themselves, and on days like this he enjoyed that.

He waited, and he waited. It took two earth hours before the seeker femme finally onlined. When her optics onlined and stared up at Soundwave's shadowy form and long snaking tentacles, she smiled up at him and sat up in a relaxed manner.

 _Well_ , that was not the reaction he had hoped for.

"Gee, I didn't think you were gonna be here for a while," Mod said casually; unfazed by Soundwave's threatening posture, "I think I spilled some energon on your berth. Sorry."

Soundwave grabbed her by the wrist and waited for realization to hit her, but instead she simply asked "Do you know where Megatron is? I have to find him. Oh, but don't let him know I'm here! It's a secret."

Soundwave put a **!?** sign on display on his visor. Did this femme really believe he would keep any kind of secret from Megatron? He considered electrocuting her to prove a point, but somehow this femme's behavior seemed...off. Something was wrong with her, that was for sure. Hopefully Knockout would be able to provide some clues...after Megatron inspected the seeker, of course.

* * *

Little Mod waited for what seemed like forever for her nanny to show up. This was ridiculous! She was used to her creators forgetting she existed, but her nanny was _never_ late. It was like the whole world forgot about her.

She pulled out her Vehicon plush doll, sighed, and said "Well Beverly Hill, it looks like we'll have to make our own fun tonight. Where haven't we explored? … The basement? Oh, we shouldn't go down there. That's where Kayri says bad things happen, and it scared sire. … Yeah, I guess I kinda wanna know why. … You think so? Well, if you think it's a good idea, then let's do it!"

Mod dragged Beverly Hill along the hallways and down different flights of stairs. She could've flown down, but with so many security guards milling around she felt stealth was the best way to go. Nobody wanted their king's little daughter getting hurt on their watch, after all. Because of this, they never let Mod do anything fun, at least in her young opinion.

After navigating her way down several floors, she finally found herself standing in front of a reinforced door with a golden lock. Mod marveled for a few seconds at the fact that she had made it this far, but then realized she didn't have the key to open it! She sulked in front of the door and ran a claw gently over her plush toy's helm.

"What do we do now, Beverly Hill? … Oh yeah, I forgot about that. I guess these old timey locks are easy to break if you have claws. Sometimes I think carrier's an idiot. I know I shouldn't say it, but I think it."

Mod then jammed one of her digits into the hole of the lock and turned until she heard the locking mechanism snap. She pulled away the golden lock and set it down next to the door just in case. For all she knew there could be a wild beast in there or something. Or scraplets…

Mod thought about the danger, but she was so close now, so she continued on. She opened the door to see a long winding row of stairs leading into a darkness below.

"More stairs?" Mod complained, "There aren't that many ground pounders in this stupid palace! Just build a door, dummies! We'll fly down. These stupid stairs make it too hard to transform...stupid stairs…"

Mod grumbled for most of the way down the stairs, but then stopped talking when she figured out she wasn't alone. There was a mech huddled in the corner of the dark room. The light of her optics was the only thing that let her know he was there, but she couldn't see anything beyond a lumpy shadow. It looked like he was sitting down, or short, or both. She couldn't tell.

/Hello?/ The mech called out to her, /Arcee? I'm so glad you came! I've missed you./

Mod stopped at the bottom step, but didn't go any closer. She didn't know anything about this mech other than he spoke Cybertronian instead of English; the language she had been raised on. He seemed to know her sire, but how? He sounded friendly, but he could be a sparkling eater or a murderer or a salesmech. She figured the best thing she could do is impersonate her sire's voice so the mech would think she was her sire.

"Hey, how you doing?" Mod said in Arcee's voice, "It's pretty dark down here, huh?"

/Tell me about it,/ The prisoner mech replied, /They reduced my energon rations again. So, have you managed to locate any other Autobots?/

 _Autobots_? Mod didn't know what this guy was talking about. The Autobots were a dead race. Her sire was the last survivor of the Autobots, and only because her carrier decided he preferred fragging her as opposed to killing her. Maybe this mech was a loony or something.

/I'm sorry, I shouldn't have asked,/ The mech said contritely, /I know it's been hard for you. I know you won't do it, but I'll ask you again, just run away. Forget about me. I have no life in here and I never will, but you still have a chance to see the sun again. Leave that fragging monster and his demon spawn behind. I'm sure there are other worlds out there where the Decepticons will never find you. It's been almost a century. You need to escape this horrible place./

"You want si- I mean, you want _me_ to leave my family behind?" Mod asked; almost forgetting she was supposed to be Arcee.

/They're no family of yours,/ The mech spat bitterly, /He tortured you, he raped you, and then he carried the sparkling to term just to have a bargaining chip over you. That's not a family; it's a prison./

"I know," Mod replied sadly in Arcee's voice, "I have to go now."

/Thank you for coming to see me,/ The mech replied gratefully, /It's all I have to look forward to now./

"Um, before I go," Mod suddenly added, "I don't remember how to spell your name in English. Could you tell me please? I don't want to forget."

Of course Mod was lying. She just wanted to know this mech's name in case it became important or useful later. Maybe something to blackmail her carrier with or something to bond with her sire over.

/Sure,/ The mech replied; his voice perking up a little /B-U-M-B-L-E-B-E-E. Got it?/

"Yeah, I got it," Mod replied with grin, "Thanks, Bumblebee."


	8. Night of The Living Mech

_Author's Notes: I've been really happy with the response I'm getting from this story. I just want to say thank you to everyone who is reading, since you're the reason I keep writing. That being said, in this chapter I get to write a character from the show I've wanted to explore for a long time. Hope you like this chapter of Attack of The 20 ft. Freeloader :)_

* * *

Chapter 8

Night of The Living Mech

When Soundwave sent a data burst informing Megatron of an intruder, the silver warlord expected to see an Autobot or one of those pesky humans. What he didn't expect was a jet-forming femme giggling in his face and raking her talons along Soundwave's arm in a casual manner.

"What is the meaning of this!?" Megatron asked both Soundwave and the trespasser.

"Why does everything have to have meaning?" The seeker asked, "Listen, I think we've gotten off on the wrong pediform."

"You have ten seconds to tell me why I shouldn't rip you apart and feed you to my Predacon," Megatron growled dangerously.

Mod gulped and quickly thought up a lie she hoped Megatron would believe. She had never seen the tyrant in person before, but he was every bit as scary as her carrier had told her.

"Um, my name is Mod, and I'm, uh, a medic! That's right, I'm a medical assistant here to help out in your medbay!" Mod stammered loudly, "I'm sorry I wound up in your illustrious third in command's quarters, but I was lost and knew if I waited long enough someone would find me."

"If you are our new medic," Starscream rasped from the corner of the bridge, "Then why did you tell Knockout and myself that you were not a Decepticon?"

"Um...I lied," Mod replied feebly, "I, uh, had orders to, uh, only report directly to Megatron. Scary as you are commander, you are clearly _not_ Megatron."

Starscream growled at what he presumed was an insult, but Megatron had a more thoughtful expression as he regarded the femme. It was true that their numbers were diminishing due to the Autobots shooting up his Vehicon hordes, but of all the things to come to earth to assist him why did it have to be a medic? He had enough scientists already! Shockwave was his chief scientist, Knockout was Shockwave's assistant, and Starscream insisted on butting in every now and then. What position was left?

"After giving this some consideration, I am willing to allow you to stay on the Nemesis for a trial run to see if you are useful," Megatron told Mod, "You will start out as Knockout's assistant. Your job will mostly involve grunt work and patch jobs. I trust you can handle such an assignment?" He asked in a condescending tone.

"You can count on me, master," Mod replied smoothly with a wide smile and a small bow.

"Good," Megatron nodded; satisfied, "Report to the medbay immediately. Soundwave, you may return to your quarters to get some rest."

Soundwave nodded and turned to go. The Vehicons got out of his way so he wouldn't get angry at them. Nobody wanted to mess with Soundwave when he was tired.

"Goodnight, Soundwave!" Mod shouted cheerfully and waved at him as he left.

Starscream exchanged a look with one of the Vehicons. Clearly this femme was nuts if she was willing to talk to Soundwave when he was agitated. Sure, Starscream spoke directly to Soundwave, and Megatron spoke directly to Soundwave, but no one under Soundwave's rank ever spoke to him unless absolutely necessary. The SIC smirked, realizing this femme was no threat to his power, because if she kept up this behavior she'd be dead soon anyway.

* * *

Team Prime had been reeling from their setbacks of late. Those factory workers that had been killed by the Decepticons weighed heavily on Optimus's processor. Mod turning out to be a traitor was also upsetting, especially to the kids and Bumblebee. Sure, they had been infiltrated by 'Cons before, but usually an enemy spy wouldn't spend two months on their couch draining their resources before making their move. It was a special kind of insulting.

There was also the mystery angle of this situation. Why did Mod have paternal CNA from Arcee? Ratchet had tested Arcee to make sure she was telling the truth about her virginity, and indeed her spark was still untouched. There was no way Mod could be Arcee's creation, and yet the tests showed that she was.

"It would help if I could get some CNA from the carrier," Ratchet told Arcee, "Then we could figure out how this happened."

"I think she's a clone!" Miko piped up from her perch on the second level, "Think about it, maybe she's one of Shockwave's creepy inventions. He could've stolen a shard of Arcee's metal and combined it with someone else's."

"But Miko, Mod has memories of her sire and carrier," Rafael pointed out, "Fowler said she talked to him about those things. She said her sire didn't love her, but that she still loved her sire. Also, I noticed that Mod seemed to try harder to get close to Arcee. She would include Arcee in our TV time, she would talk to Arcee at every opportunity, and she even trained with Arcee despite having no interest in physical activity of any kind."

"So what's your point?" Miko asked him.

"My point is she _knew_ ," Raf stated with certainty, "Mod didn't react that way to anyone else. She didn't show a lot of emotion for anyone else except mild interest in Bumblebee and slight hatred for Smokescreen. Around Arcee though, it was different. It was like she was trying to impress Arcee. Exactly the way a child would want to impress their parents."

"That's ridiculous," Arcee refuted, though her voice held little conviction, "Besides, we shouldn't be focusing on this anyway. Megatron has killed more humans on this planet now than ever before, and we need to figure out his next move."

"I've been thinking about that," Jack said; speaking for the first time in several minutes, "Megatron had planted those bombs and told Optimus to meet him at the factory for a showdown. Why would he do that if he knew Mod was going to sabotage the ground bridge?"

"What do you mean, Jack Rabbit?" Miko asked.

"I mean I don't think Megatron knew about Mod's plans at all," Jack theorized, "If he knew Optimus couldn't get there in time, then why do it? He would've wanted the Autobots there at least long enough to see the building burst into flames, but with no ground bridge that was impossible. Also, Mod waited two months to make a move. There's no way Megatron would be that patient for such a small reward. I think she was telling the truth when she said she was a neutral. I don't think this was a 'Con plan at all."

"That makes even less sense," Arcee said after she thought over what Jack told them, "Mod had no reason to betray us. For one, she thinks I'm her sire. Even if she didn't, she had everything she could want here. She had free room and board, a TV, mechs that wouldn't harm her or kick her out, and she didn't have to do anything for it. Considering how lazy Mod was, why would she sabotage the ones that were providing her with a place to stay?"

No one had an answer for that one. It was a strange scenario. They didn't know how Mod came to exist, they didn't know why she had betrayed them, and they didn't know if she had any other sinister plans for them. Arcee was right about one thing though; they couldn't afford to care. Megatron's forces had been very active lately, and they had to keep their attention on finding the rest of the Predacon bones before earth was overrun with ancient Cybertronian beasts.

* * *

Mod had been on board less than a day and already Knockout wished he could just kill her already! She made a show of listening to everything Knockout said, but the instant he was gone she plopped down on a medical berth and hadn't gotten up since. Knockout wasn't about to take this kind of laziness from her, however. He was already an errand boy for Shockwave, and he wasn't about to become a laughing stock because his own underling felt like doing her impersonation of an anchor!

"Get up, you lazy glitch!" Knockout snapped at Mod, "No recharging on the job!"

"I'm not in recharge," Mod informed him, "I'll get to my duties in a klik."

"No, not in a klik, _now_!" Knockout insisted, "Or would you rather I torture you until you agree to behave?"

"Knock yourself out, no pun intended," Mod replied cheekily, "My pain receptors are turned off. Have been for several months."

"Several _months_!?" Knockout balked in alarm, "Are you insane!? That is terribly dangerous!"

"Hey, it was either that or truly experience my beatings instead of merely witnessing them," Mod replied in an unconcerned tone, "Anyway, where does old Buckethead store the unrefined energon? I prefer crystals to the liquid stuff."

Knockout growled loudly and balled his fists at his sides. He was getting tired of this seeker's utter disrespect and sluggishness.

"That's it! I am turning on your pain receptors and jamming an electric prod straight up your-!" Before Knockout could finish however, he received a comm from Shockwave, "Yes...Yes of course...I'll get right on that...I'm on my way. Good news flunky, that was Shockwave. Apparently he needs me to bring him an acidity level regulator. I'm going there now, and your job is to scrub these floors. If I don't see you working when I get back, then you'd better prepare yourself for the worst examination of your life!"

As Knockout left the room Mod shouted after him "I have a transmissible virus!"

She giggled, knowing she didn't really have a virus, but one could never be too careful around his type. Knowing Knockout wouldn't be back for a few breems, Mod stretched out on the berth and made herself comfortable. The room was so quiet it was almost disturbing, so after a minute Mod got up so she could search for a TV or something.

She decided to rummage through Knockout's medicine cabinets, and as she was aimlessly poking through his things she saw a green vial of fluid, and suddenly her mission sprang up in her processor again. Protecting Optimus Prime from being killed by Megatron's factory ambush had not completed her mission. Protecting Megatron would take forever, and she didn't have that long. This substance, however, gave her the answer she needed for completing her mission. This was the answer! Synthetic energon!

Mod grabbed the glass jar in her clawed servo, but before she could do anything she heard a loud pained moan coming from somewhere in the back of the medbay! She jumped, and it caused her to drop the synth-en. She looked down at the stuff on the floor, unconcerned, and decided to investigate whatever was making that noise in the back room.

Mod passed by several empty berths as she made her way to where she needed to be. When she got to the final berth she saw that something was covered up with a white tarp. At first Mod thought it couldn't be the thing that made the noise, but then she heard it moan again and saw it try to move! She shrieked, clearly unnerved, but also curious. With slow steps, Mod made her way to the tarp and pulled it back. She saw that it was a dead body. It had once been a mech with a blue frame and a red face plate.

"Whoa, this is creepy," Mod whispered to herself as she stared at the immobile corpse.

Then suddenly, yellow optics onlined and stared straight at Mod!

"Yaaaah!" Mod screamed when she saw that the corpse was, in fact, alive.

"You!" The undead mech exclaimed, and Mod turned to run, "Wait! Don't leave me here!"

Mod, against her better judgment, turned back around to see what the shackled rotting mech had to say.

"Please, take me with you!" The mech pleaded with Mod, "I'll do anything, just get me out of here! Knockout has been torturing me for months! That Knockout is the devil, and surely this place is my own personal Hell!"

"Uh...I don't know what those things are, but you seem upset," Mod replied hesitantly, "So, I'm guessing those things are bad. Who are you, anyway?"

"My name is Cylas," The mech told her, "I was once a proud and powerful man. I was the leader of an organization that was going to bring humanity into a new utopian age and crush the governments of the world. Of course, like many in my position, I was too blinded by my own progress to see the writing on the wall. I killed my own men, and I joined Megatron. That was a fatal mistake."

"You betrayed Megatron?" Mod asked in shock.

"No, I failed Megatron," Cylas replied; his voice filled with regret, "As punishment he gave me to Knockout, who seems to delight in the sick experiments he performs on me. Please release me. I will do anything to never have to see Knockout again."

"You and me both," Mod snorted, "Seriously though, if I let you out, you'd help me with my mission?"

"Yes, I will!" Cylas replied desperately, "Tell me what I have to do."

"First things first," Mod said as she pulled a silver ring out of her cockpit, "Kayri says always be prepared, so I'm gonna have to make you wear this for a while. It'll come off automatically when the mission is over.

Mod then clamped the ring on Cylas's neck cables and looked at it appraisingly.

"What is this thing?" Cylas demanded to know.

"It's a stasis collar," Mod replied casually, "If you disobey me it'll send a powerful and painful shock through your systems that will put you into stasis until I let you out. This is just for insurance. I'm sure a trustworthy guy like you doesn't really need this."

"I can't tell if you're being sarcastic or not," Cylas commented, "But I applaud your foresight. If you had been human, you would've made a great agent of M.E.C.H."

"Yeah, and you would've slaughtered me," Mod replied with a sly smirk, "Now, let's get you out of here so we can begin the next phase of our mission."

Mod then released the energy restraints that held Cylas against the berth. When he got up Mod could see that the entire berth was coated in energon and he had several damaged places along his sides and back. She could also see that his energon was tainted with several unknown chemicals.

"Cylas?" Mod addressed the decaying mech, "You mentioned men and an organization called M.E.C.H.? I know this is gonna sound weird, but were you... _human_ by any chance?"

Cylas hung his helm low and sighed. His intakes sounded like they were clogged with fluid, and Mod suspected it was more energon from his injuries.

"I am a cybernetic life form augmented by symbiosis. Cylas," Cylas replied in a hollow tone of voice; as if just saying it made him feel tired.

"So...You're a human that's living inside a dead body?" Mod asked, "Ew! Gross! How would you feel if I lived inside a dead elephant? Get out of there!"

"I _can't_!" Cylas snapped bitterly, "I can't. My body is barely alive as it is. I could not sustain my vital functions without this mech suit."

"But you're wearing a dead body as a costume!" Mod exclaimed disgustedly, "I mean seriously, who looks at a dead body and thinks 'Gee, I gotta get me some of that'? Couldn't you live inside a dead human instead?"

"M.E.C.H.'s research on Cybertronian function was greatly improved because we had this body in our warehouse," Cylas explained, "However, it was never intended to act as a life support system. My men did this because I had been crushed and was dying of my wounds. I...I think I went mad. I think being transferred into this body took whatever sanity I had left. I've had a long time to think about this. I killed my men because I wanted to work with the Decepticons. I wanted to prove to Megatron that I was willing to leave my old life behind for him. I wanted to be among those that would conquer this world. I just wanted to be a part of the new world order. I suppose even then I didn't realize how Cybertronians would view me. I didn't know machines understood concepts like death and misery. I didn't know how much pain I would still be able to feel in this body."

"You know there's an off button for that, right?" Mod pointed out, "Of course you need a doctor to turn it off, and I don't think your doctor likes you very much."

Cylas shuddered at that. Realizing Knockout could return at any moment, Cylas ran to the door to check to see if anyone was coming. There was no one in the halls, and he breathed a sigh of relief.

"So boss, what's our mission?" Cylas asked once he was sure the coast was clear.

"You see that green stuff on the floor?" Mod asked as she pointed to the spill from earlier, "That is synthetic energon. Ratchet came up with the formula, but it's still incomplete, and the Decepticons are trying to figure out the secret ingredient."

"So, you want me to help you research a way to complete it then?" Cylas asked.

"No, I want you to help me destroy it," Mod declared, "This stuff is bad news, and if we don't get rid of every trace of its existence then your entire species is doomed. I can delete the files while you smash all the physical samples and clean up the mess. Now hurry up before Knockout gets back!"

Cylas didn't need to be told twice. He immediately began collecting the synthetic energon and smashing the glass canisters into the sink. Mod, meanwhile, was hacking the computer and deleting the codes for the synthetic energon as well as emptying the deleted files from the computer's hard drive. Before long every bit of the green substance was gone, and Mod ensured there was no way they could get it back.

"So, now that your mission is complete, may I be released from this insufferable collar?" Cylas asked impatiently.

Mod looked down at her servos and noticed that nothing had changed. She looked at her pedes to make sure, and sighed when she realized the mission wasn't over. That was when she realized her error.

"Oh, scrap!" Mod exclaimed, "There's still one way to get synthetic energon. We have to go to the Autobot base and purge their files on it too."

"Do you know where their base is?" Cylas asked pointedly.

"Of course, I mooched off them long enough I should know," Mod replied, "Okay, my little parasitic companion, looks like we have to infiltrate the Autobot base again. My rules are simple. We don't hurt the Autobots or their humans, and we don't leave without getting rid of that formula."

"What if they don't give it to you willingly?" Cylas inquired.

"Then we take it," Mod replied; her tone suddenly becoming serious, "This is my last chance. I have to stop them from completing the formula. I have to stop Kayri. I have to save my sire."

"Who is Kayri?" Cylas asked.

"If you must know, that is what I call my carrier," Mod replied haughtily despite the information being embarrassing to her, "When I was a sparkling I couldn't say carrier, so I said Kayri. The name stuck even after I got older. Now, we've gotta sneak off this boat so we can get that synth-en formula. You can come with me, or you can go back to being Knockout's little lab mouse. Your choice."

Cylas went with her without argument, but he wasn't sure what he was going to do. He didn't know if this femme would really let him go after she was done with him or not. For all he knew she might kill him or keep him as a slave forever. He also didn't know what this mission was about, but judging from her mutterings it sounded like it was personal. Perhaps a revenge plot? All he knew was he needed a plan to escape her if worst came to worst.


	9. It's a Lousy Function

_Author's Notes: Well, it came sooner than I thought it would, but I'm finally putting up the chapter that explains where the heck Mod came from. This is only the second story I've ever done that uses the particular plot device I employed here, and I probably won't use it again to avoid becoming predictable. I hope you guys enjoy this chapter of Attack of The 20 Ft. Freeloader, and don't forget to leave a review :)_

* * *

Chapter 9

It's a Lousy Function

Escape from the Decepticon warship had actually been easier than either Mod or Cylas thought it would be. The only guards they found were a couple of Vehicons, and Mod got them to leave by hiding behind the wall and telling them to report to the wash racks to scrub Megatron's body using Starscream's voice. Cylas would've just told them to report to the bridge, but beggars can't be choosers.

When they got to the outdoor hangar Mod transformed into jet mode and told Cylas to climb aboard. She regretted it instantly when she realized how heavy he was. They took off, and Mod immediately found herself falling like an anvil!

"AARGH!" Mod screamed as they plummeted toward the ground, "If we survive this I'll sue you! AAAAAHHHHH!"

"Don't you have any backup thrusters!?" Cylas screamed as they fell faster.

"What do I look like, a military jet- oh wait. Never mind!" Mod shouted back before activating a feature that forced most of her energon flow into her thrusters, "Hold onto something, big guy!"

Mod managed to pull hard out of the nosedive they were in and righted her flight course until she could find a place to land. She gracelessly skidded onto the sandy ground below and transformed midway through landing; throwing Cylas off her and sending them both crashing to the ground.

Both mech and femme sat up in an effort to regain their composure. Cylas was panting since this was the first time he'd been allowed to move in over a month. He had spent so much time strapped to Knockout's dissection table that he had forgotten what real physical exertion felt like.

"Hey Cylas, you okay?" Mod asked when she noticed he was having difficulties.

"Yes...I think the collar might be too tight. If you could just loosen it a bit..." Cylas requested smoothly.

"Nice try, squishy face," Mod snorted, "You're gonna have to do better than that."

"Can't blame a man for trying," Cylas replied with a smirk, "So _boss_ , what now?"

"Now we head to Autobot HQ," Mod replied nonchalantly, "It's a bit of a drive, so we probably won't get there until tomorrow. Don't worry, I won't fly too far ahead of you. I don't want you to get lonely."

"I don't get lonely," Cylas replied coldly.

"I do, easily," Mod shrugged, "Look pal, you don't have to be Mr. Macho for me. There's no shame in admitting what you are, and what you're not. You're not used to this body, so it's only natural to feel a little insecure. Don't worry Cylas, I'll help you for as long as I can."

"I don't trust you," Cylas said point blank, "I don't know what your endgame is, but I know you've betrayed both the Autobots and Decepticons. That means you likely have no loyalty to anyone, and a rogue is a very dangerous thing."

"I care about things," Mod pouted defensively, "I just don't like to show it. Laziness is a good defense mechanism. If you never do anything, then no one expects anything of you."

"So you're a literal sleeper agent?" Cylas deadpanned.

"Ha ha, very funny!" Mod continued to pout as she crossed her arms, "Just try to keep up, squishy face."

"Don't call me squishy face," Cylas growled.

"Squishy face! Squishy face! Cylas won the freaky race!" Mod sang mockingly before taking off in jet mode where Cylas couldn't reach her.

Cylas clenched his fists in anger, but couldn't do anything more than that. This seeker was really starting to get on his nerves, but he didn't want to show how annoyed he was with her too quickly. He knew there had to be a way to use this double agent to his advantage. There had to be a way to revive M.E.C.H., and take his rightful place as earth's ruler.

* * *

It was a bittersweet end to what felt like a wild goose chase. Shockwave had collected most of the Predacon bones and used them to make new Predacons, but the Autobots had found the incubation chambers while searching for energon. Wheeljack and Ultra Magnus had destroyed the lab and every unborn Predacon, but at a high cost. Ultra Magnus had lost his servo, and on a world with limited resources Ratchet couldn't make a new one. The best he could do was make a crude clawed servo for Ultra Magnus to use.

"Hey, don't worry about it," Smokescreen had said in an effort to cheer Ultra Magnus up, "The claw could become your new trademark, like Bumblebee and his voice box."

/I'd rather have my old voice back,/ Bumblebee lamented, /You have no idea what it's like to be misunderstood by almost everyone I meet that isn't Cybertronian./

"Bumblebee says he'd rather have his old voice back," Raf translated; thus proving Bee's point.

Just as they were speaking there was an alert on their computer system. Ratchet went to investigate while the others followed him curiously.

"It's a high frequency embedded message," Ratchet informed them.

"Let me guess, from Starscream?" Arcee asked in an almost bored tone.

"No, actually. It's from Knockout," Ratchet informed them; mild surprise in his voice, "It says 'Give me back my project. Give it back now.' What is that supposed to mean? We don't have anything of his."

"We could send a message back," Raf suggested, "I can embed it just like he did."

Ratchet sighed and rubbed his face where a nose would be if he had one, but then finally said "Fine, just be careful. This better not be a Decepticon trick. I've had quite enough of those for one lifetime, thank you."

Raf typed out the code that allowed him to transmit to the exact same comm link frequency that sent the message. He asked Knockout what project he thought was stolen from him. The message came back reading 'You know what project. Give me back my human lab rat.'.

"Lab rat?" Jack asked worriedly, "He had a human aboard the Nemesis? What if there are more humans being held captive by the Decepticons?"

"Hm, this certainly warrants investigation," Optimus replied thoughtfully, "Ratchet, try to locate the Nemesis. Bumblebee and Arcee will sneak aboard to investigate once the Decepticon ship had been located. If there are any human prisoners, bring them back immediately."

"You can count on us, Optimus," Arcee replied gamely.

Bumblebee beeped an affirmative, and Ratchet began his task of searching for the Nemesis. They only hoped that whoever Knockout was talking about really had managed to escape, and that there was no irreparable damage to whatever poor human found themselves among the Decepticons.

* * *

Cylas awoke early the next morning and tried to remember where he was. He saw desert on every side of him, and remembered that Mod had directed him off-road. Now he didn't know where he was and wondered if he would die out there in the middle of nowhere.

His grim thoughts were interrupted by raucous laughter. He turned to the source and saw Mod was holding a small device connected to her cockpit by a thin strip of black cable. He wondered what was connected to her that was so engaging, so he walked over and peered over her shoulder guard. Cylas let out a weary sigh when he realized she had stolen a television from somewhere and now had it hooked up to her internal power source so she could watch it.

"Hahahaha!" Mod laughed; unaware of Cylas' presence behind her, "Uranium bombs! Hahaha! I bet the kids would love this!"

"Can we hurry up and get going now?" Cylas asked impatiently, "You said we were going to the Autobots' new base."

"Huh? Oh, sure. We can go now," Mod replied hazily; as if she still were barely aware Cylas was standing next to her, "Just let me store this TV."

Mod then opened her cockpit all the way, and several items were dumped onto the ground. Mod scrambled to push everything, including the new TV, into her compartment. She picked up a plush Vehicon toy, a pile of data pads, a holographic photo album, a knife, a laser pistol, a framed photo of Soundwave and Laserbeak, the shock collar's remote, and a small tire. There was so much stuff that Cylas was honestly surprised it all fit inside of her in the first place. She finally managed to shove everything inside of her, and then smiled a childishly proud smile at Cylas.

"Let's go, squishy face," Mod quipped as she continued giving him a slag eating grin, "Onward to adventure!"

"Call me squishy face again, and I'll rip out your spark," Cylas threatened.

"Rip out my spark and I'll shock you from now until Knockout comes back for you," Mod teased as she brandished the remote, "Your call, zombie breath."

Cylas growled angrily, and then leapt for the remote in Mod's servo. She spun around effortlessly and Cylas lost his balance; falling on his front. He tried to get up, but his arms were too weak to support his weight. He struggled like a beached turtle for several seconds while Mod laughed at him. She finally got bored of watching him suffer and finally pulled him up.

"You see, this is why zombies don't work in real life," Mod commented as Cylas tried to maintain his balance.

"The choice was between this body and allowing me to die," Cylas replied curtly, "I think my men made the right choice."

Cylas expected Mod to argue with him further or laugh at his weak human frailty. Instead, however, Mod got this very far away look on her face plate and suddenly didn't even seem to realize Cylas was there anymore. She walked a few paces away from him and then sat down in the sand; her wings drooped.

Cylas would have taken this opportunity to escape his new oppressor, but he still had no idea where he was and needed her in order to find his way out of the desert. Until further notice he was stuck dealing with whatever problem Mod was facing.

"Mod...What are you thinking?" Cylas asked; unsure how to address the topic of feelings where a living piece of technology was concerned.

"I've been watching TV for several hours," Mod replied dully; not even bothering to look at Cylas, "Have you ever seen the movie 'It's a Wonderful Life'?"

"That cheesy Christmas movie they play _every single year_?" Cylas asked; disdain clear in his tone, "Yes, I have seen it. Why do you ask?"

"Well, I watched it while you were asleep," Mod replied casually, but then looked back at Cylas with the most pitiful expression, "It's about a guardian angel telling his charge that the world would be a worse place if he had never been born. The guy, I mean, not the angel. The guy was gonna kill himself, but as it turned out everyone was better off for having known him, and the whole town came to help him in the end and show him they love him."

"Yes, yes, I know the plot," Cylas grumbled impatiently, "It's a piece of sentimental drivel. Why would you care so much about it?"

"Well...Let me ask you a question, Cylas," Mod said softly as her optics glowed with anxiety, "If you knew, if you absolutely _knew_ with a hundred percent certainty, that the world would be a way better place if you had never been born, would you erase yourself? I don't just mean kill yourself, I mean would you stop yourself from ever existing if you knew everyone you loved would be happier and the world would be a much better place? Would you sacrifice yourself for that better world?"

"No," Cylas replied bluntly.

" _No_?" Mod asked; affronted, "Why not?"

"Because what would be the point of sacrificing myself for a utopian society if I wasn't around to enjoy it?" Cylas replied matter-of-factly, "Whatever world I get to experience is obviously the better world. Why would you ask such a ridiculous question anyway? It's just a movie."

"No it's not," Mod replied morosely, "It's the mission. My mission will ensure a better world for humanity, not to mention the ones I love, but I won't be in it. If my mission succeeds, then I will have never been born. I won't exist, and neither will the living _pit_ my carrier created."

"I see," Cylas nodded; keeping his composure despite the curveball Mod just threw him, "So, you're a time traveler."

"Yeah," Mod replied; her voice barely above a whisper as she looked down at the ground, "I've already stopped one historical event from my timeline from happening. I kept Optimus Prime from dying at Megatron's hand at the factory. Turns out though I didn't go far enough. I have to stop the Omega Lock from being rebuilt. I have to destroy all traces of synthetic energon."

"What exactly does this Omega Lock do?" Cylas questioned, "Is it a weapon?"

"It's the key to cyberforming both Cybertron and earth," Mod lamented, "In my history the Omega Lock was rebuilt by the Decepticons after Ratchet was captured and forced to complete his synth en formula. The Autobots tried to stop the Decepticons, but without Optimus their forces were too weak. The Decepticons didn't get out unscathed though. Bumblebee killed Megatron to avenge the death of Optimus Prime and stop him from hurting anyone else. They were all idiots. The Autobots never stood a chance, and earth and Cybertron were formed into worlds suitable for Cybertronian life; killing all humans and any hopes the Autobots had of surviving the war. My carrier took over in the wake of the power vacuum, and became the ruler of two worlds. He killed most of the Autobot prisoners, but kept Bumblebee alive as a trophy because he was the one who snuffed Megatron."

"Wouldn't it make more sense to kill him?" Cylas asked.

"Yeah, thanks for the tip, _Shockwave_!" Mod groused, "It doesn't matter though. I've met Bumblebee. My Kayri pretty much broke him. He lost his sanity, his freedom, and his friends. There was one other Autobot that survived though; my sire. My carrier kept her alive long enough to rape her, and would have killed her afterward, but he started carrying."

"Carrying?" Cylas asked for clarification.

"She got him pregnant!" Mod snapped bitterly, "Because of that he decided to bond to my sire and use me as a pawn to keep her in line. She hated him, and she hated me. Shame too, because I still love her. Humans have always fascinated me, and I wish the human race wasn't extinct in my time period, but the real reason I'm doing this is for my sire. Kayri, my carrier, killed her. I saw the whole thing. I thought I'd never be able to change what happened, but then my nanny told me about an invention Shockwave was working on that could take someone through time and space. At first I just tried stopping Sire's death, but then realized that wasn't enough. I had to stop this whole mess from ever happening. So now, I'm going to destroy the synthetic energon and stop my time period from ever existing."

"How do you know you haven't already succeeded?" Cylas asked pointedly.

"Because I'm still here," Mod replied, "If I succeed I'll disappear, _forever_. Honestly, I'm a little scared, but I have to do this. 8 billion humans and tens of thousands of Autobots die because my carrier takes power. I can't let it happen. I just can't."

Cylas just shrugged after Mod was finished speaking. If she stopped existing it suited him fine. It just meant he would be free to rebuild humanity as he saw fit. He would be master over those around him instead of a guinea pig at the mercy of Titans. All he had to do was help Mod with her mission and wait for the time stream to take care of the rest for him.


	10. Taken Away

_Author's Notes: I hope this chapter turned out okay. It's got a lot of drama and a lot of action. Fight scenes are a weakness of mine, but hopefully the quick fight scene in this chapter does its job. Anyway, things are getting real in this fic now, and I hope you guys enjoy this chapter. Please remember to review, favorite, and follow to see more Attack of The 20 Ft. Freeloader :)_

* * *

Chapter 10

Taken Away

 **Many Years Later…**

Little Mod could hear her parents fighting again. They always had problems, but it seemed lately the frequency of their arguments was increasing, and her Kayri was resorting more and more to physical violence. Mod knew he was a violent mech, but what scared her was that he didn't use violence alone to keep her and her sire in line, and she could never tell when he would snap or when he would simply say something that cut them to their sparks. If Mod was honest with herself, she preferred the straightforwardness of beatings over how worthless he could make her feel with a few smooth remarks and less-than-idle threats.

At the moment Mod was in the study with her nanny looking at old holovids and trying to ignore the ugliness down the hall. Her nanny loved looking at videos from the glory days of the Decepticons. He had everything from the wars on Cybertron to the battles on earth all the way up to recent vids of her carrier slipping on a rug and comically falling over. That was Mod's current favorite.

"Hey Nanny, can I ask you a question?" Mod inquired, and her nanny nodded, "Well, I've seen a lot of old holovids of Kayri, but none of Sire from before Kayri and her were married. Do you have any videos of her from back then?"

Her nanny tilted his helm in thought, and after a moment went to retrieve a few saved files from his time on earth. He didn't have many of Arcee from before her forced marriage to their current tyrant, but he did accidentally save a few. He was glad he did now, because Mod needed to see a time when her sire was strong and still had hope for the future. The poor neglected sparkling deserved that much.

The video began to play on the big TV screen in the study (which was Mod's idea since she hated reading). The video showed a building with a lot of young humans exiting excitedly. There was an obvious blue motorcycle there that could only be Arcee.

"What kind of a building is that?" Mod asked curiously, "Where is she? What are the humans doing? Oh cool! That one has red hair! Red hair is so cool! Where are they?"

The nanny translated the last word on the building into Cybertronian glyphs. It simply read SCHOOL.

" _School_?" Mod asked with distaste, but then immediately followed up with, "Wait, you mean Sire's human partner was still a _sparkling_? Whoa..."

She watched as a human boy with pink skin and black hair checked his phone and then climbed onto Arcee's seat.

"How was school, Jack?" Arcee asked, though the recording sounded a little tinny due to its age.

"We went on a field trip today, so it was pretty awesome," The boy, Jack, said with a smile, "To be fair it was just a sticky note factory a few towns over, but it was nice to not have homework for once. Everything okay at base?"

"Ratchet is repairing a console that broke down," Arcee said in an amused tone of voice, "He's still grumbling about inferior earth technology. He'll be alright."

The pair drove away and the video feed cut off there, but it was more than enough for Mod to see a side to her sire she'd never seen before. Arcee sounded happy, and she had actually had a friend (that wasn't being held prisoner in the basement). Mod sighed when she thought about it. She knew her sire was miserable, but she didn't realize how much she had changed until she saw that footage.

A few minutes later Mod's parents came into the study. Her carrier was preening like a peacock and her sire was looking down at the ground to avoid looking at anyone. It was clear that whatever they had fought about, Kayri had won.

 _Why does he have to look so smug about it_? Mod wondered with contempt.

"Soundwave, I need to take Arcee to see a medic," Mod's carrier announced, "She will be away for a while for psychiatric observation. You are to remain here and watch the sparkling. See to it that she doesn't get into anything dangerous or classified. Oh, and get someone to clean up the mess on the lower levels."

Mod's nanny nodded dutifully, but Mod was growing more uneasy with each passing second. She didn't really understand why her sire would need to go to a mental hospital. She wasn't crazy. What was _going on_?

"Starscream?" Arcee addressed her bondmate with a shaky voice, "Can I have a moment alone with Mod?"

"No. You would only try to escape with her," Mod's carrier replied matter-of-factly.

"Believe me, if I was going to try to escape I wouldn't bother bringing her along," Arcee replied; her voice filled with venomous contempt, "I just...I just need to talk to her. Can't you give me that much after everything you've put me through?"

"Oh, _alright_ ," Starscream huffed with a wave of his servo, "If you try anything this time though, you both die."

"Yeah, yeah, like that's a new one," Arcee replied with bitter nonchalance.

Starscream and Soundwave left the room, and for the first time in years Arcee was alone with her daughter. Mod looked up at her sire with frightened confusion. For a moment they just stood there looking at each other. It seemed Arcee didn't quite know what to say either.

Finally, Arcee broke the silence when she said "I told your carrier to put the stipend he normally gives me into a bank account for your education. They provide everything I'll need at the clinic, so I won't need the money."

"You'll need it when you get back," Mod replied quickly; looking for any reassurance that this situation wouldn't last long.

"Mod, I'm not coming back," Arcee told her point blank, "I can't live here anymore, and this was the only option your carrier would give me to leave."

"But why do you have to go?" Mod demanded to know, "Can't I go to the loony bin too? I don't wanna stay here by myself!"

"You're not by yourself, you have Soundwave," Arcee replied in what she hoped was a soothing tone of voice, "I may not always get along with him, but Soundwave is a good caregiver and truly loves you. Just stay close to him, and he'll protect you. I'm sorry, but I can't stay here anymore. Not without..."

Arcee didn't finish the sentence. She just paused, sighed deeply, and then sat down heavily on the floor. She looked like she didn't have the energy to stand anymore, and she seemed too tired to even cry.

"Without what?" Mod finally managed to ask.

"I lost a good friend recently," Arcee whispered ruefully, "He kept me grounded when it felt like everything was wrong. Sometimes it feels like this crazy mixed-up world isn't real. Sometimes I dream about the Autobots, my friends, and I wake up thinking this is the nightmare and all I have to do is wake up. But I never do. I can't pretend anymore. If Starscream touches me one more time I'll jump from the tower and fall to my death. I hate to admit it, but I do need help. I need to be away from him and everything that reminds me of him."

"Including me?" Mod stated rather than asked.

Arcee looked hurt that Mod said it, but didn't do anything to contradict her. Mod knew she wouldn't. Her sire never lied to her, even when it hurt.

"Was it Bumblebee that died?" Mod asked pointedly.

Arcee gasped as her round blue optics widened. That reaction was all the answer Mod needed. Bumblebee was dead. Mod didn't ask whether it was natural causes or her Kayri's murderous temper that killed him. It didn't really matter to Mod. The result was the same. Her sire was leaving her forever to live with crazy people. She was going to be alone with her carrier for many years to come.

"Did you refuel yet?" Mod asked in an effort to change the subject, "You wanna make sure your tank is full before you go to the loony bin."

"Yeah, I ate about a joor ago," Arcee replied softly; her mood still melancholy, "I should have done this years ago."

"Threaten to kill yourself?" Mod asked ignorantly.

"No, find a way to make Starscream let me go," Arcee replied, "I had no idea he would even go for this idea. Well Mod, I guess this is goodbye. Remember what I said. Stay close to Soundwave, and don't do anything to anger your carrier."

Arcee had her servo on the door panel and was about to leave the room when Mod suddenly called out "Hey Sire!"

"Yes, Mod?"

"I, uh...I love you, Sire," Mod felt weird saying that, since it wasn't something that was really said in her family (for obvious reasons), but she knew this was her only chance to say it and hear it from her sire.

"Thanks, Mod," Arcee said with a soft smile, and then she left the room.

It took Mod a moment to process what had just happened. Her sire didn't say it back, even though it was obvious that was what the moment was leading up to. Arcee didn't tell Mod she loved her, and Mod was sure she knew why. Because Arcee had never lied to her before, and she wasn't going to start now.

* * *

 **Present Day…**

Mod recalled the painful memory as she soared through the clouds. She and Cylas were so close to the Autobot base now she could detect it on her radar.

/Okay Cylas, the plan is simple,/ Mod said over the comm to the blue truck below her, /You create a distraction for the Autobots, and I sneak inside and grab all the synth en they have. Just remember to not get hit if you can help it. Your body is pretty weak from Knockout's abuse, so be careful./

/Why am I the distraction again?/ Cylas asked drolly, /It seems that you would be the better fighter./

/That's where you're wrong, buddy boy,/ Mod replied, /You're a trained military officer, and I'm just some spoiled princess that never had a day of combat training in her life. Also, I'm sneakier than you, so sabotage is my area of expertise. Oh! I see it! The base is just 10 kliks from your current location!/

/And what is that in miles?/ Cylas asked.

/Uh...I dunno. What are miles?/ Mod asked ignorantly.

She heard Cylas cut the comm and was left alone with her thoughts again for the duration of the trip. It was a good thing it didn't take long, because Mod's thoughts seemed to have a grudge against her.

* * *

Meanwhile, in the Autobot base, Ratchet's console blared an alert that there was an unknown aircraft and an unknown vehicle closing in on their location. Ratchet typed in a few coordinates to get a visual, and saw that the vehicle was Breakdown's old alt mode. It was Cylas! The jet was blue with red lines, so that was obviously Mod.

"Optimus, Mod and Cylas are approaching our base!" Ratchet exclaimed worriedly, "It looks like Cylas will get here soonest, which is odd since Mod's alt mode is faster."

"Wonder how those two creeps found each other?" Bulkhead asked derisively.

"Both have proven to be resourceful and cunning in the past," Optimus stated, "We will need to keep them from the base at all costs."

"Yeah, before the humans try to fight those two for us," Smokescreen added, "Besides, I owe Mod a little payback for poisoning me!"

/That was just a prank,/ Bumblebee pointed out.

"Yeah, well, she also broke our ground bridge!" Smokescreen snapped defensively, "The point is she's evil, and Cylas is evil, so we gotta stop them from doing something...evil!"

"Smooth," Arcee quipped.

"Autobots, let's roll out," Optimus ordered as he opened the door to the hangar, "Ratchet, if either of them penetrate our defenses, sound the alarm."

Ratchet nodded sternly and watched as the other Autobots left the hangar. He only hoped they knew what they were doing.

* * *

The Autobots were met by Cylas outside the gate to the military base. He immediately transformed into robot mode and then transformed his servos into hammers. He was smirking maliciously and looked ready for a fight.

"Ready for that rematch, Bulkhead?" Cylas taunted.

"Okay seriously, that is still disturbing," Bulkhead said to the other Autobots, "Fine, Cylas. I'll fight you."

Bulkhead then transformed his servos into wrecking balls and roared as he charged Cylas! Bulkhead was almost to the truck-former when Cylas swerved left and used his hammer to slam into Bulkhead's back and knock him off balance. Bulkhead fell on his chassis, and before he could get up he noticed that Cylas was already charging the other 'Bots!

Cylas was much quicker than the Autobots remembered, and seemed to dodge every attack. While most of the Autobots were occupied with Cylas, Ultra Magnus and Arcee watched the skies for Mod; knowing she had been right behind Cylas. They didn't see her, and Ultra Magnus wondered if the seeker had turned coward and ran away once it was obvious the Autobots would fight back.

Cylas continued to land blows on the 'Bots and dodge everything they threw at him. It was more frustrating than threatening, but the sense of unease was in the air because they didn't know if Cylas and his new seeker partner were the only two out there or if they had backup. Were the Decepticons involved in this, or was this a new agenda they had to worry about?

Smokescreen was knocked upside the helm by one of Cylas' hammer blows, and it looked like the young cadet was done for, but then when Cylas got close enough for the killing blow Smokescreen revealed he had been faking the severity of his injury and used the element of surprise to blast Cylas in the face with a plasma burst! Cylas roared in pain and grabbed his face plate with both servos, and that was all the distraction the Autobots needed to gang up on Cylas and subdue him.

Optimus ordered that the human/mech be taken prisoner instead of executed, since the human authorities would likely want to charge him with several crimes against humanity. Cylas was too damaged to fight back, but he managed to growl at his captors as they bound his wrists in stasis cuffs and led him toward the base.

* * *

Meanwhile, inside Hangar E, Ratchet was watching the fight transpire on the monitor, and watching for Mod the entire time. Little did he know she was closer than he thought.

Mod had transformed into robot mode a few miles away from the military base and had snuck into the base from a different direction. Just as Ratchet was watching Cylas knock Smokescreen over the helm with a hammer, Mod was already inside the hangar tiptoeing to the supply closet to steal the Autobots' synth en.

She found the containers that were stored in the closet, and rather than bother carrying them back with her to the desert she simply took them to the wash racks and dumped them down the drain. She waited a second, realized she still existed, and went back out to search for the rest of the synthetic energon.

After a moment of careful searching she found the remaining container, and moaned a 'why me?' type of moan when she saw it was in a jar among Ratchet's medical supplies; right next to Ratchet!

Mod sighed sharply and decided it was now or never. She needed to make sure the Omega Lock was never restored, Megatron and Optimus never died, and her carrier never gained power. All she had to do was grab the synth en.

She crawled on the floor on her hands and knees with her wings folded behind her back, and silently cursed herself when she noticed the scraplet-like clicking noises her claws were making against the concrete floor. She evened out her intakes as she quickly moved, and then carefully lifted her hand up to the jar of synth en...

...and felt another set of digits around the jar along with her own. Mod gingerly poked her helm up over the desk and saw Ratchet looking down at her the way a parent might look at a child stealing cookies.

"He heh, hey Doc," Mod simpered guiltily even as she tried to look innocent, "How're things?"

"Release the synth en, Mod," Ratchet ordered.

Mod hung her helm in shame and then looked up at the medic with large sad yellow optics. It was a trick her carrier would often use when he tried to appease her sire or her nanny. Usually after he did something _really_ bad.

"I'm sorry, Doc," Mod said contritely as she let go of the jar and stood up, "I know this looks bad, Ratchet. I know you must think I'm a horrible person, but I just want you to know..."

"Know what?" Ratchet asked skeptically; the synth en still in his servo.

"I just want you to know, that in a few seconds..." Then Mod's voice changed from sobbing to sinister as she declared, "...none of this will matter."

Then Mod fired one of her arm launchers at the synth en container, and the missile caused the contents to splatter all over Ratchet! Before he could even react, Mod doused the doctor in water that was laying on his desk, and soon every trace of the synth en was gone.

"Yes! It worked!" Mod cheered in victory.

"You _destroyed_ it?" Ratchet asked in confusion, "I thought you and Cylas wanted to use it!"

"Nah, the only thing getting used around here is Cylas! Ha ha!" Mod gloated, but then she suddenly realized Ratchet was still talking to her, which meant she still existed, "Wait a minute...Alright Ratchet, no more games! Where's the rest of it?"

"The rest of-? The synth en? There is no more!" Ratchet harrumphed angrily, "I don't know what your game is, but that formula is unstable anyway! I never perfected it, and in its current state it's of no use to anyone."

"Wait, so if you're the guy that made the synth en, then that means you can make more," Mod realized, " _Ugh_! I'm so stupid! It doesn't matter how much of this stuff I destroy if you can just make more later! Okay, fine, the plan's not ruined. I can still do this. I can still pull this off..."

Ratchet was a little concerned at the way Mod was muttering and pacing around the room. For one thing it was probably the most movement he'd ever seen from the lazy seeker. For another thing it was clear she was becoming unhinged.

It was in that moment that the Autobots came back in with their prisoner, and Mod's helm jerked up quickly when she saw the door open. Before the Autobots were even all the way inside, Mod wrapped one of her arms around Ratchet's neck cables and aimed her other arm's launcher at his helm!

Ratchet struggled to get free, but the slim seeker was surprisingly strong. Besides, the more he moved the deeper her claws went into his fuel lines. Everyone froze when they saw the situation. Ratchet was being held hostage by Mod!

"Mod, release Ratchet immediately!" Optimus ordered; a clear warning in his tone.

"Not until you give me back Cylas!" Mod demanded.

"We do not make deals with hostage takers," Ultra Magnus replied firmly.

"Fine, suit yourself," Mod grinned wildly, "Hey Cylas, just know I tried!"

Mod then transformed around Ratchet into her jet mode; his robot form's leg sticking out of the cockpit because he couldn't fit. The Autobots tried to grab her, but she was too slick and managed to fly past them with Ratchet in tow. They couldn't fire on the seeker because they might hit Ratchet.

Ratchet was gone to who-knows-where with a femme that had proven herself both cunning and unstable. They only hoped they could find them before she hurt the elderly medic.


	11. Death and Dolls

_Author's Notes: Seven months... I think that is the longest I've ever gone without updating a story. I'm sorry about the long hiatus on this fic. It's one of those Moby Fics where I know how I want this story to end, but the details involved in getting there have been tougher to figure out. Anyway, sorry I took so long on this one, and to those who are reading and still care about this fic I'll just say it isn't dead. Thank you for sticking around and I hope you'll read and review this chapter :)_

 _Warnings: Latter part of chapter gets a bit violent. Tragic backstory is tragic. ^_^'_

* * *

Chapter 11

Death and Dolls

 **Present Day...**

Ratchet was convinced that he had been captured by a crazy person. Mod had taken him to a remote location in the desert and then let him out of her cockpit. There was no secret hideout, and no backup. It was just him, the seeker, and miles of nothing. Mod paced back and forth and she muttered to herself, and Ratchet wondered if she'd even notice if he made a run for it.

Before he could transform and escape, however, Mod whipped around and stared wildly at him. Ratchet scowled defiantly at her, but it was mostly to hide his nervousness. He was used to dealing with Decepticons, but not with Arcee's errant offspring.

"Okay, I can do this," Mod muttered to herself even though she was looking at Ratchet as she spoke, "Just be quick, Mod. He's old. It was bound to happen anyway. Just. Be. Quick."

Ratchet knew that pep talk. Those were the words of a rookie trying to convince themselves to kill for the first time. Those were mantras he had heard from Bumblebee, Bluestreak, Jazz, and countless others.

He transformed his arms into blades and spread himself out into a fighting stance. If this seeker was going to kill him, then she was going to get one pit of a fight first.

"Whoa! Hey, what are you doing?" Mod exclaimed in shock as she backed away from the old medic.

"I'm not going to let you scrap me, youngling!" Ratchet growled as he inched closer; with Mod backing away nervously.

"Hey, hold on! Who said anything about killing?" Mod simpered as she plastered a fake grin on her face plate, "I was just, uh, gonna show you something! Yeah, that's it! I just wanted to show you..." Mod quickly rummaged through her cockpit and pulled out the first thing she could grab hold of, "This!"

Ratchet gave her a quizzical look when he saw what she had pulled out; a handmade Vehicon plush toy.

"Why do you have that?" Ratchet asked in a flat tone of voice.

"Um, well..." Mod wilted when she saw that she had shown him a toy; thus killing any street cred she could've possibly had, "...It was a gift from my na-, uh, from a friend."

If Mod had been capable of blushing she would have. Normally nothing embarrassed her, but the idea of an Autobot knowing that her nanny had made her a get well plushie was too much for her young psyche to bear.

"So why did you want to show it to me?" Ratchet asked even though it was clear he wasn't buying her flimsy excuse.

"Um...Well, his name is Jack, and I uh...Don't make any more synthetic energon!" Mod suddenly blurted out, "You are _literally_ the reason all life on earth goes extinct! You are a terrible mech, and if you help Megatron with the Omega Lock you and everyone you love _will die_!"

Ratchet cringed at the volume of her voice as well as her wild gesticulations. She really sounded crazy now. The Omega Lock was gone, and his synth en formula was incomplete. Why would she think any of those things were important now?

"Optimus destroyed the Omega Lock," Ratchet informed her.

"Yeah, the first one!" Mod replied with her servo on her hip, "You help Megatron build another one, and then Megatron dies and Starscream takes his place. All the humans die, and so do you. I'm telling you right now, never _ever_ make more synth en!"

"Can synthetic energon really restore the Omega Lock?" Ratchet asked with clear interest.

"Yeah, uh, I mean no! I, uh...aw, _scrap_! You're gonna do it, aren't you?" Mod asked in defeat, "You really don't care that the Decepticons would rule both worlds, do you? You make me sick!"

" _Me_? You're the one that sabotaged the ground bridge, teamed up with Cylas, and 'Botnapped me!" Ratchet pointed out furiously, "So forgive me if I don't exactly trust you."

"This ain't about trust, Doc," Mod shouted in frustration, "If you don't promise not to rebuild the Omega Lock, then I'll just have to find some other way to stop you."

Mod waited a moment to see what would happen, but she was still standing there in the desert with Ratchet. That meant he didn't listen to her and tried to rebuild the Omega Lock anyway. Huffing a hot intake of air, she paced in circles around an increasingly nervous Ratchet trying to figure out what to do with him. Despite her upbringing as a Decepticon royal heir, she wasn't a killer. At the same time Ratchet wasn't going to budge on this issue. She needed another way.

"Why would you not want the Omega Lock rebuilt?" Ratchet asked her after a few moments of awkward silence, "Cybertron is just as much your home as it is mine. No matter our factions we are all Cybertronians. If there's even a small chance we can save our world, then isn't it worth trying?"

Mod turned to look at him once again, this time her face was eerily calm and unreadable; a stark contrast from her normally expressive visage.

"No Ratchet, Cybertron isn't my home," Mod replied; a hint of melancholy in her tone, "Earth is my home, and this is my only chance to save it. I'm sorry, but you've got to go."

With those words Mod grabbed Ratchet once again like an eagle snatching its prey, and together they flew away as her jet form ascended higher and higher. If Ratchet wasn't going to take her warning seriously and she couldn't kill him, then she would have to do the only thing left she could think of: wipe his mind of the formula.

* * *

 **Many Years Later…**

Starscream paced around Mod as he inspected her new upgrade. Now she was as tall as him, and had the same regal seeker build as him. Her helm and chassis were feminine looking, but other than that she looked like a blue-painted yellow-optic'ed version of Starscream; just as he had ordered.

"I want you to know how proud I am of you, youngling," Starscream said to his daughter as he walked around her, "Your training has progressed nicely, and now you have the commanding look you will need when you take your place by my side. I've waited a long time to replace my second in command, and I believe soon you will be ready. First, however, you must be put to the test. Therefore in five orns you will be given temporary command of our moon base orbiting earth. Lead them to prosperity, and then you will have your reward."

"Thank you, Carrier," Mod replied without emotion, "That is very generous of you. May I be dismissed now?"

"Hmph, fine, go," Starscream snorted irritably at her not being impressed by his speech, "Just keep your new body clean. You have a reputation to uphold after all; _mine_."

With those words Starscream strode out of the sun room where they had been conversing, and Mod immediately ran for the couch. Under the couch cushions was her oldest and most prized possession; Beverly Hill.

It had been 20 earth years since Mod's sire had been committed to the institution, and living alone with her carrier was difficult. Part of her hated him for the abuse and the self-serving attention he gave her. He wanted her to be perfect because it was a reflection on him, but Mod never felt that she lived up to those expectations. Despite her resentment though, part of Mod actually wanted Starscream's approval. He was still her carrier after all, and deep down she wanted to make him proud of her. That was the part of herself she hated, but it was still a part of her.

Mod never forgot her sire, but as time went on she asked about Arcee less and less. Soundwave was still around, and for the most part that was good enough for her. Mod didn't actually have any friends outside of Soundwave, so she would often share her secrets with her plush protoform doll Beverly Hill.

She walked down the halls carrying the stuffed toy. It looked a lot smaller in her clawed servo now that she was in her adult frame, but she knew no one would harass her about it. After all, they didn't want to incur the wrath of the future heir to the Decepticon Empire. Mod snorted derisively at that thought. Some princess she turned out to be, afraid of her own carrier and dragging around an old doll. _Pathetic_.

She went to the main hangar to inspect the ship she would be taking to the moon base, and every Vehicon she crossed would either scurry out of her way or stand at attention for her. She was used to this treatment so she was content to ignore them as usual.

As she was about to board the ship she saw a trine of seekers enter the hangar. It was just the Coneheads, a recent group of transfers from Cybertron. She was content to ignore them as well.

"Excuse me, are you Lord Starscream?" The lead Conehead asked; his large white and grey frame blocking the light from outside and casting a shadow over the femme.

"No, I'm Mod. His daughter," Mod introduced herself uninterestedly.

"I have a message from Skywarp Central," He told her, "It is addressed to the king, but I suppose I can give the message to you and you could give it to Lord Starscream."

"Skywarp Central?" Mod asked curiously; remembering that Skywarp Central was the city where her sire was committed, "Sure, I'll give him the message. What's it say?"

"It says: Received your payment for the hit. Psychiatric facility security was minimal. Obstacle has been eliminated. Body will be smelted and all records erased. Signed Scrimshaw."

"Obstacle? What obstacle?" Mod asked with growing suspicion.

"Don't know, not my business," The Conehead shrugged, "Will you give him the message?"

"Yeah, sure, I'll give it to him," Mod replied distractedly before walking away from the mechs.

She had a sinking feeling that she knew what was going on, but she had to be sure. She locked herself in a supply closet and comm'ed the hospital where Arcee was staying. When the clerk answered Mod asked to see Arcee's records using her sire's security clearance. That private information was yet another gift from Soundwave.

"I'm sorry miss, but we've never had a patient named Arcee," The clerk told her in a bored tone of voice, "According to our records that room has been vacant for 20 vorns. Did you need anything else, miss?"

"No, thanks anyway," Mod muttered before she hung up the comm.

So, after all these vorns he finally did it. Mod didn't understand why he waited until now to kill her sire, but she suspected Arcee had either learned something damning about him or else had been trying to escape the mental facility. The reason didn't really matter at this point. Arcee was dead, and Mod felt strangely empty.

She wanted to cry, she wanted to feel the pain and mourn the loss of her sire, but she couldn't. All she could feel was emptiness and a simmer of rage boiling beneath the surface of her plating. After everything she did for her carrier, _this_ was how he repaid her? Well, no more. His ambitions had destroyed their family, and she would never follow in his pede steps again.

* * *

Starscream returned home and searched for Mod so she could begin diplomatic training for the moon base mission. He sauntered into the main parlor to find her draped across the flat couch staring at the broadcast screen on the wall. Her optics looked glazed and her face plate held no expression.

"Mod, get up. It's time for class," Starscream ordered.

"Eh, I'm not feeling it today," Mod replied listlessly, "Come back tomorrow."

" _What_!? You do _not_ speak to me that way, young lady!" Starscream screeched, "If you don't get up this instant I'll thrash you so hard the _Vehicons_ will feel it!"

"Like you've never done that before," Mod retorted without so much as lifting a digit, "Go ahead Kayri, beat me. Throw me out the window, see if I care, but I will never take another order from you again."

Starscream growled and clenched his fists tightly at his sides. His red hot glare was frightening, and under normal circumstances Mod would've apologized and pleaded for leniency. Something broke in her this day however, and she decided the only way to fight back against her carrier was to not fight at all.

"We'll see how well you take orders when I'm through with you, scraplet!" Starscream hollered before throwing her off the couch and watching as her wings skidded across the floor.

Mod's helm hit the wall, and she pushed herself up only to be kicked in the chin and sent reeling back down on the ground! Starscream then grabbed her by an arm and raked his claws across her cockpit; shattering the glass and severing wires! He threw her again, and stomped on her leg to prevent her from getting up. She moaned, but she refused to get up. She merely glared at him defiantly and struggled to intake air. He responded by kicking her in the side and stepping on her left wing.

"I warned you, brat," Starscream growled low; his quiet voice more chilling than his shouting, "You're not a sparkling anymore, and I think it's time you grew up and stopped behaving like a pouting cyberhound."

Starscream walked toward the couch, and Mod struggled to get up. She couldn't though, because her leg was bent at an odd angle from Starscream's abuse. She could only watch and wait for whatever he did next.

Starscream came back to where Mod was laying, and his predatory smile sent shivers down her struts as she realized what he was holding in his servo; Beverly Hill.

"Adults don't play with toys, wretch," Starscream stated calmly as he ripped the head off the plush toy.

" _No_!" Mod screamed before she could stop herself.

"You'll never obey me again, eh?" Starscream asked in a mocking tone before tearing the plushie's body in half.

Mod cried uncontrollably as Starscream slashed and tore the cotton and cloth to ribbons. The joy he got out of tearing apart the doll only made the act worse. Beverly Hill had been a gift from her sire, and now it was gone...just like Arcee herself.

Mod didn't want to cry in front of him, but she couldn't stop herself. Cotton wafted down like snow from the remains of the toy, and Starscream sniffed in contempt at how despondent and miserable Mod looked. He couldn't believe he had raised such a weak unworthy progeny.

"Acid Storm, report to the parlor on the second floor," Starscream spoke aloud despite using the comm, "Mod has been injured and requires medical treatment," Then he turned back to Mod and said, "Maybe next time you'll show more gratitude for the honor I bestow upon you. After all, if it weren't for me the Decepticon Empire wouldn't be so powerful. In fact, none of this would be possible without my contributions. Maybe if you work hard enough you can achieve half of what I've done for our worlds."

Mod didn't say anything since she didn't want more pain, but she knew gratitude wasn't the right feeling to have for her carrier killing all life on earth, raping her sire, making every waking moment of his family's lives miserable, and then taking away everything that ever mattered to Mod.

Starscream left the room before the medic could get there. Mod looked across her body and at the torn bits of Beverly Hill at her pedes, and Finally the gravity of what she'd lost hit her. Arcee was never coming back. Mod would never hear her sire tell her she loved her. Mod would never be able to use her influence to release Arcee from the asylum. It was too late. Everything she thought she could ever have with her sire was gone, and all Mod could do was stare at the bits and pieces of Beverly Hill.

* * *

In the medbay Mod was visited by Soundwave. She wasn't surprised he came. He always looked out for her. She wished she could be better company than she was. Normally she did all the talking while he listened, but this time she just didn't feel like talking.

[Mod?] Soundwave called her using a recording of her sire's voice.

That caused Mod to turn around and look at Soundwave with an unamused expression.

"Could you not use her voice? She's dead," Mod requested tiredly.

[It's all we have left,] Soundwave used a recording of Knockout's voice for that one; a mech Mod didn't know and therefore wouldn't be offended by.

"I know, and I'm glad you saved her voice, but I'm just not ready to hear it yet," Mod explained, "Everything in life is just so _wrong_. Kayri doesn't deserve to be leader. Sire doesn't deserve to be dead. Earth doesn't deserve to be dead either. Everything just eats slag," Mod sighed before continuing, "You know, Sire used to talk about the humans with me when I was little. I've always wanted to meet one. I've always wished I could just scan a human and turn into one. I wanna feel life through skin, Nanny. I wanna feel an organic pump beating in my chassis. I wanna be small enough to hide in the cracks in the walls where my carrier can never find me, and eat organic foods to find out all the different tastes. Why is the world so scrappy? How do we make it better?"

[I don't know,] Soundwave replied in Raf's voice; another one Mod wouldn't recognize.

Laserbeak then flew off Soundwave's chassis, and Soundwave grabbed something that had been hidden under Laserbeak's frame. He placed the object in front of Mod, and her optics went wide when she realized what it was.

It was a new plush! It didn't look anything like Beverly Hill. Beverly Hill had been a grey protoform plushie and had been small enough for a sparkling to carry around. This plush was bigger so it fit in Mod's clawed servo, and it was a purple Vehicon toy so that it would look more Decepticon; something her sire never would've approved of even after the Autobot cause was lost.

"Did you make this, Nanny?" Mod asked Soundwave in awe, and Soundwave nodded, "Wow Nanny, it's so beautiful. It won't replace Beverly Hill, but I'm glad I at least have something to talk to when you're busy."

[What do you call it?] Soundwave asked in Megatron's voice.

"Hm...I think it looks like a boy," Mod mused, "I think I'll call him...Jack."

Jack had been the name of someone important to her sire, so Mod felt it was only appropriate that the name Jack should be important to her, too. She hugged the plush toy and let the cleaning fluid silently flow from her optics. Soundwave put his arm around her shoulder guards and Laserbeak sat in her lap.

Soundwave never thought he would mourn the loss of an Autobot, but he understood that Arcee went through things no one should have to face and that Mod was now mostly alone. Soundwave had practically raised this sparkling, and he often suspected that he loved her more than either of her creators ever did.


End file.
